Common use of Restriction on Fundamental Changes Clause in Contracts

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any merger, consolidation, division or other reorganization, or otherwise change its organizational structure, unless permitted by applicable law Applicable Law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P the applicable Rating Agency shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents and Lenders (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the AgentsAgents and Lenders. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P the applicable Rating Agency and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the prior written consent of the Majority Lenders or the Administrative Agent’s prior written consent, respectively.

Restriction on Fundamental Changes. (a) The Neither the Borrower nor EOPT shall not enter into any mergermerger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banks, consolidationwhich consent shall not be unreasonably withheld, division conditioned or other reorganizationdelayed, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger Borrower or consolidation or reorganization; EOPT is the surviving entity, (ii) the entity which is merged into Borrower shall be or EOPT is predominantly in the commercial real estate business, (iii) the creditworthiness of the surviving entity; (iii) S&P shall have been notified in writing of such merger ’s long term unsecured debt or consolidation implied senior debt, as applicable, is not lower than Borrower’s or reorganization and the Rating Condition is satisfied with respect to EOPT’s creditworthiness two months immediately preceding such merger, consolidation, division or other reorganization; and (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer then fair market value of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause assets of the entity which is merged into the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and EOPT is less than twenty-five percent (vi25%) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by Borrower’s or EOPT’s then Total Asset Value following such merger. Neither the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower nor EOPT shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part substantially all of its business or property, whether now or hereafter acquired, except for transfers . Nothing in this Section shall be deemed to prohibit the sale or leasing of its property expressly permitted by portions of the Loan DocumentsReal Property Assets in the ordinary course of business. (cb) The Borrower shall not amend its Constituent Documents agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without prior written notice the Majority Banks’ consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks’ consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any “in-kind” transfer of any of its property or assets to S&P and any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8. (c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent andcopies of all amendments to its agreement of limited partnership or to EOPT’s declaration of trust, in by-laws, or other organizational documents no less than ten (10) days after the case effective date of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consentany such amendment.

Restriction on Fundamental Changes. (a) The Borrower shall not enter Enter into any merger, transaction of merger or consolidation, division or other reorganizationconvey, unless permitted by applicable law transfer or lease its properties and assets substantially as an entirety to any Person, unless: : (i) the Majority Lenders have provided their prior written consent to corporation formed by such merger or consolidation or reorganization; into which the Borrower is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Borrower substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia (the “Successor Corporation”) and shall expressly assume, by amendment to this Agreement executed by the Borrower and such Successor Corporation and delivered to the Administrative Agent, the due and punctual payment of the principal of and interest on the Advances and Special Rate Loans made hereunder and all other amounts payable under this Agreement and the performance or observance of every covenant hereof on the part of the Borrower to be performed or observed; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Borrower would become subject to a Mortgage which would not be permitted by Section 5.02(a), the Borrower or the Successor Corporation, as the case may be, shall take such steps as shall be necessary effectively to secure the Advances and Special Rate Loans made hereunder equally and ratably with (or prior to) all indebtedness secured thereby; and (viv) the Borrower shall have delivered to each the Administrative Agent and each Lender a certificate of signed by an Authorized Officer executive officer of the Borrower and a written opinion of counsel satisfactory to the Administrative Agent (who may be counsel to the Borrower), each stating that (1) such merger or consolidation or reorganization complies transaction and such amendment to this Agreement comply with this Section 5.10(a), (25.02(c) and that all conditions precedent in this Section 5.10(a) herein provided for relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agentssatisfied. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.

Restriction on Fundamental Changes. (a) The Borrower shall not, and shall not permit any other Covered Party to, enter into any merger, consolidation, division merger or other reorganizationconsolidation without obtaining the prior written consent thereto of the Required Banks, unless permitted by applicable law and unless: (i) in the Majority Lenders have provided their prior written consent to case of any such merger or consolidation or reorganization; involving (x) the Borrower, the Borrower is the surviving entity (regardless of whether a Covered Subsidiary is involved) and (y) any other Covered Subsidiary, a Covered Subsidiary is the surviving entity (which surviving entity must be a Pledged Subsidiary if a Pledged Subsidiary is involved) and (ii) in each case, the same will not result in the occurrence of a Material Default or an Event of Default. The Borrower shall be the surviving entity; (iii) S&P shall have been notified not, and, except in writing of such connection with a merger or consolidation or reorganization and permitted in the Rating Condition is satisfied with respect to such mergerpreceding sentence, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the feespermit any other Covered Subsidiary to, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part substantially all of its business or property, whether now or hereafter acquired, except for transfers other than to the Borrower or to any Covered Subsidiary (and if involving a Pledged Subsidiary or the assets of a Covered Subsidiary, to another Pledged Subsidiary) or in connection with any sale of all or substantially all of its property expressly permitted by the Loan Documentsassets or any payment or prepayment in full or other monetization in full of its assets. Nothing in this Agreement shall limit or restrict any Covered Party to sell, pledge, mortgage or transfer any Excluded Asset. (cb) The Borrower shall not, and shall not permit any other Covered Party to, amend its Constituent Documents without prior written notice to S&P and articles of incorporation, bylaws, or other organizational documents such that the Administrative Agent andprovisions thereof would violate Section 5.8 or permit any action prohibited by Section 5.18 or, otherwise, in the case of amendments any manner that would reasonably be expected materially adverse to affect the Lenders or Banks without the Administrative Agent, the Administrative Agent’s prior written Required Banks’ consent.

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law Applicable Law and unless: (i) the Majority Lenders Controlling Parties have provided their prior written consent to such merger merger, consolidation, division or consolidation or other reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger merger, consolidation, division or consolidation or other reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender and each Subordinated Noteholder a certificate of an Authorized Officer of the Borrower stating that (1) such merger merger, consolidation, division or consolidation or other reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.; provided, however, that the Borrower shall be able to take any action necessary, including amending its Constituent Documents, to change its name, without the Administrative Agent’s prior written consent or prior written notice to S&P; provided, however, the Borrower shall not change its name unless all actions necessary and appropriate to protect and perfect the Secured Parties’ first priority perfected security interest in the Pledged Collateral have been taken and completed; provided, further, that the Borrower shall be able to take any action necessary, including amending its Constituent Documents, in order for GCPHS to transfer all or any portion of its beneficial interests in the Borrower to Gxxxx Capital Private Credit Fund without the Administrative Agent’s prior written consent or prior written notice to S&P.

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any merger, consolidation, division or other reorganization, or otherwise change its organizational structure, unless permitted by applicable law Applicable Law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents and Majority Lenders (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the AgentsAgents and Majority Lenders; and (vii) such merger, consolidation, division or other reorganization, or other change in its organizational structure does not result in a breach of the Securitisation Regulation Agreement. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the prior written consent of the Majority Lenders or the Administrative Agent’s prior written consent, respectively.

Restriction on Fundamental Changes. (a) The Borrower shall not, and shall not permit any Collateral SPV or Collateral LLC to, enter into any merger, consolidation, division merger or other reorganizationconsolidation without obtaining the prior written consent thereto of the Required Banks, unless permitted by applicable law and unless: (i) in the Majority Lenders have provided their prior written consent to case of any such merger or consolidation involving (u) the Borrower, the Borrower is the surviving entity, (v) iStar Xxxx Holdings LLC, iStar Xxxx Holdings LLC is the surviving entity (provided that iStar Xxxx LLC and any other Collateral SPV owned by iStar Xxxx Holdings LLC, shall not be permitted to merge or reorganization; consolidate with or into iStar Xxxx Holdings LLC), (w) a Collateral SPV (other than iStar Xxxx Holdings LLC), a Collateral SPV is the surviving entity, (x) a Collateral LLC, a Collateral LLC is the surviving entity, (y) a Grantor, a Grantor is the surviving entity and (z) a Guarantor, a Guarantor is the surviving entity, and (ii) in each case, the Borrower shall be same will not result in the surviving entity; (iii) S&P shall have been notified in writing occurrence of such merger a Material Default or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate an Event of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) Default. The Borrower shall not, and shall not permit any Collateral SPV or Collateral LLC to, liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part substantially all of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. other than to any Collateral SPV (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent andor, in the case of amendments any Collateral LLC, to any other Collateral LLC or in connection with any sale of all or substantially all of its assets or any payment or prepayment in full or other monetization in full of its assets). (b) The Borrower shall not, and shall not permit any other Loan Party or any Pledged Collateral LLC to, amend its articles of incorporation, bylaws, or other organizational documents in any manner that would reasonably be expected materially adverse to affect the Lenders or Banks without the Administrative Agent, the Administrative Agent’s prior written Required Banks’ consent.

Restriction on Fundamental Changes. Borrower shall not, and shall not permit its Subsidiaries to: (a) The Borrower shall not enter consolidate or merge with or into any merger, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) Person other than the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the of a wholly owned Subsidiary of Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause into the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents.Borrower; (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents.; (c) The transfer, assign, convey or grant to any other Person the right to operate or control any Location, whether by lease, sublease, management agreement, joint venture agreement or otherwise; (d) without providing Lender with thirty (30) days’ prior written notice, change the jurisdiction of its organization, its organizational form or its legal name; (e) suffer or permit any change in the name, organizational documents or governing documents of Borrower or any Subsidiary of Borrower without the prior written consent of Lender, including by filing or modification of any certificate of designation or any agreement or arrangement entered into by it with respect to any of its Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Stock, except for changes that do not change the capital structure or jurisdiction of incorporation or formation, as the case may be, of Borrower or such Subsidiary of Borrower or otherwise has no effect upon Lender’s rights and remedies hereunder or under the other Loan Documents, including, without limitation, Lender’s priority security interest in the Collateral (it being understood that if Borrower that is a partnership or limited liability company, or any Subsidiary of Borrower that is a partnership or a limited liability company, amends or modifies its organizational documents to cause such partnership interests or membership interests to be (a) dealt in or traded on securities exchanges or in securities markets, (b) become a security for the purposes of Article 8 of any relevant Uniform Commercial Code, (c) become an investment company security within the meaning of Section 8-103 of any relevant UCC or (d) be evidenced by a certificate, such amendment or modification shall be deemed to change the capital structure of Borrower requiring the prior written consent of Lender). Borrower shall not amend deliver a copy of each such amendment to Lender promptly upon the adoption thereof. (f) amend, modify or otherwise change its Constituent Documents without prior written notice Fiscal Year; or (g) consent to S&P and or acknowledge any of the Administrative Agent andforegoing. Borrower agrees that compliance with this Section 6.4 is a material inducement to Lender’s advancing credit under this Agreement. Borrower further agrees that in addition to all other remedies available to Lender, Lender shall be entitled to specific enforcement of the covenants in this Section 6.4, including injunctive relief, to the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consentfull extent permitted by applicable Laws.

Restriction on Fundamental Changes. The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly: (a) The Borrower shall not except as described on SCHEDULE 5.6, amend, modify or waive any term or provision of its organizational documents in a manner adverse to the Lenders, including its articles of incorporation, certificates of designations pertaining to preferred stock, by-laws, partnership agreement or operating agreement in any manner adverse to the Agent or Lenders, or cause any equity interest in any limited liability company to be certificated, unless required by law; (b) enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such transaction of merger or consolidation except, upon not less than five (5) Business Days prior written notice to Agent, any wholly-owned Subsidiary of Borrower may be merged with or reorganization; into Borrower (ii) the PROVIDED that Borrower shall be is the surviving entity) or any other wholly-owned Subsidiary of Borrower (provided that, in the case of any such merger of any Domestic Subsidiary with or into a Foreign Subsidiary, the Domestic Subsidiary is the surviving entity); (iiic) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution); or (d) acquire by purchase or otherwise all or any substantial part of the Stock, discontinue its business or conveyassets of any other Person. Notwithstanding the foregoing, leaseBorrower (or Holdings, sellso long as contemporaneously therewith, transfer all assets so acquired are transferred to Borrower contemporaneous with the closing of such acquisition), may acquire all or substantially all of the assets or Stock of any Person (the "TARGET") (in each case, a "PERMITTED ACQUISITION") subject to the satisfaction of each of the following conditions: (i) Agent shall receive at least 30 Business Days' prior written notice of such proposed Permitted Acquisition, which notice shall include a reasonably detailed description of such proposed Permitted Acquisition; (ii) such Permitted Acquisition shall only involve assets located in the United States and comprising a business, or those assets of a business, of the type engaged in by Borrower as of the Closing Date, and which business would not subject Agent or any Lender to regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any other Loan Documents other than approvals applicable to the exercise of such rights and remedies with respect to Borrower prior to such Permitted Acquisition; (iii) such Permitted Acquisition shall be consensual and shall have been approved by the Target's board of directors; (iv) no additional Indebtedness, Guaranteed Indebtedness, Contingent Obligations or other liabilities shall be incurred, assumed or otherwise dispose ofbe reflected on a consolidated balance sheet of Borrower and Target after giving effect to such Permitted Acquisition, except (A) ordinary course trade payables and, accrued expenses and (B) Indebtedness otherwise permitted under SECTION 5.1(F) or 5.1(G) of the Target not to exceed $8,000,000 in the aggregate for any Permitted Acquisition so long as on a pro forma basis, Holdings and its Subsidiaries would have had a Leverage Ratio and Senior Leverage Ratio (as defined in the First Lien Credit Agreement as in effect on the date hereof) of less than or equal to the Leverage Ratio and Senior Leverage Ratio, respectively, of Holdings and its Subsidiaries for the four quarter period ending on the last day of the month immediately preceding the month in which such proposed Permitted Acquisition is to be consummated (after giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day such period); in each case to the extent no Default or Event of Default has occurred and is continuing or would result after giving effect to such Permitted Acquisition; (v) the sum of all amounts payable in connection with any Permitted Acquisition (including the purchase price, all transaction costs and all Indebtedness, liabilities and Contingent Obligations incurred or assumed in connection therewith or otherwise reflected on a consolidated balance sheet of Borrower and Target) shall not exceed $8,000,000 and the sum of such amounts payable in connection with all Permitted Acquisitions shall not exceed $32,000,000, and the portion thereof allocable to goodwill and intangible assets for all such Permitted Acquisitions during the term hereof shall not exceed $16,000,000; (vi) unless otherwise consented to in writing by way Agent, the Target shall not have negative EBITDA for the trailing twelve-month period greater than $1,000,000 preceding the date of division the Permitted Acquisition, as determined based upon the Target's financial statements for its most recently completed fiscal year and its most recent interim financial period completed within sixty (60) days prior to the date of consummation of such Permitted Acquisition; (vii) the business and assets acquired in such Permitted Acquisition shall be free and clear of all Liens (other than Permitted Encumbrances); (viii) at or prior to the closing of any disposition Permitted Acquisition, Agent will be granted a first priority perfected Lien (subject to Permitted Encumbrances) in all assets acquired pursuant thereto or in the assets and Stock of property the Target, and Holdings and Borrower and the Target shall comply with SECTION 4.7 and shall otherwise have executed such documents and taken such actions as may be required by Agent in connection therewith; (ix) Concurrently with delivery of the notice referred to any Delaware LLC formed in CLAUSE (I) above, Borrower shall have delivered to Agent, in form and substance reasonably satisfactory to Agent: (A) a pro forma consolidated balance sheet, income statement and cash flow statement of Holdings and its Subsidiaries (the "ACQUISITION PRO FORMA"), based on recent financial statements, which shall be complete and shall fairly present in all material respects the assets, liabilities, financial condition and results of operations of Holdings and its Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted Acquisition and the funding of all Loans in connection therewith, and such Acquisition Pro Forma shall reflect that (x) on a pro forma basis, Holdings and its Subsidiaries would have had a Leverage Ratio and Senior Leverage Ratio (as defined in the First Lien Credit Agreement as in effect on the date hereof) with a numerator (or equivalent thereof) one quarter (0.25) less than otherwise permitted (for example, if the permitted Leverage Ratio is less than or equal 3.00 to 1.00, Holdings and its Subsidiaries must have a Leverage Ratio of less than or equal to 2.75 to 1.00) for the four quarter period ending on the last day of the month immediately preceding the month in which such proposed Permitted Acquisition is to be consummated (after giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day of such period), (y) average daily Borrowing Availability (as defined in the First Lien Credit Agreement as in effect on the date hereof) for the 90-day period preceding the consummation of such Permitted Acquisition would have exceeded $10,000,000 on a pro forma basis (after giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day of such period) and the Acquisition Projections (as hereinafter defined) shall reflect that such Borrowing Availability of $10,000,000 shall continue for at least 90 days after the consummation of such Permitted Acquisition, and (z) on a pro forma basis, no Event of Default has occurred and is continuing or would result after giving effect to such Permitted Acquisition and Borrower would have been in compliance with the financial covenants set forth in SECTION 6 for the four quarter period reflected in the Compliance and Excess Cash Flow Certificate most recently delivered to Agent pursuant to SECTION 6.2(O) prior to the consummation of such Permitted Acquisition (after giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day of such period); (B) updated versions of the most recently delivered Projections covering the 3 year period commencing on the date of such Permitted Acquisition and otherwise prepared in accordance with the Projections (the "ACQUISITION PROJECTIONS") and based upon historical financial data of a recent date reasonably satisfactory to Agent, taking into account such Permitted Acquisition; and (C) a certificate of the chief financial officer of Borrower to the effect that: (w) Borrower (after taking into consideration all rights of contribution and indemnity Borrower has against Holdings and each other Subsidiary of Holdings) will be Solvent upon the consummation of the Permitted Acquisition; (x) the Acquisition Pro Forma fairly presents the financial condition of Holdings and its Subsidiaries (on a Delaware LLC Divisionconsolidated basis) as of the date thereof after giving effect to the Permitted Acquisition; (y) the Acquisition Projections are reasonable estimates of the future financial performance of Holdings and its Subsidiaries subsequent to the date thereof based upon the historical performance of Holdings and its Subsidiaries and the Target and show that Holdings and its Subsidiaries shall continue to be in compliance with the financial covenants set forth in SECTION 6 for the 3-year period thereafter; and (z) Holdings and its Subsidiaries have completed their due diligence investigation with respect to the Target and such Permitted Acquisition, which investigation was conducted in a manner similar to that which would have been conducted by a prudent purchaser of a comparable business and the results of which investigation were delivered to Agent and Lenders; (x) on or prior to the date of such Permitted Acquisition, Agent shall have received, in one transaction or series form and substance reasonably satisfactory to Agent, copies of transactionsthe acquisition agreement and related agreements and instruments, and all or any part opinions, certificates, lien search results and other documents reasonably requested by Agent, including those specified in the last sentence of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents.SECTION 4.6; and (cxi) The Borrower shall not amend its Constituent Documents without prior written notice to S&P at the time of such Permitted Acquisition and the Administrative Agent andafter giving effect thereto, in the case no Default or Event of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consentDefault has occurred and is continuing.

Restriction on Fundamental Changes. (a) The U.S. Borrower shall not, and shall not enter into permit any merger, consolidation, division or other reorganization, unless permitted by applicable law and unlessof its Material Subsidiaries to: (i) the Majority Lenders have provided their prior written consent to such merger merge or consolidation consolidate with, or reorganization; (ii) convey, transfer, lease or otherwise dispose of (whether in one transaction or a series of transactions) all or substantially all of the property (whether now owned or hereafter acquired) of the U.S. Borrower shall be the surviving entity; and its Subsidiaries, taken as a whole, to, or (iii) S&P shall have been notified convey, transfer, lease or otherwise dispose of (whether in writing one transaction or a series of such merger transactions, and whether by or pursuant to merger, consolidation or reorganization any other arrangement), any property (whether now owned or hereafter acquired) essential to the conduct of the business of the U.S. Borrower and the Rating Condition is satisfied with respect to such mergerits Subsidiaries, consolidationtaken as a whole, division or other reorganizationto, any Person; (iv) immediately after giving effect to such transactionprovided however, that so long as no Default shall have occurred and then be continuing; continuing or would result therefrom, any Person may merge or consolidate with (vA) the U.S. Borrower, so long as such Borrower shall have delivered to each Agent is the surviving entity, (B) any other Borrower, so long as such other Borrower is the surviving entity and each Lender a certificate (C) any other Material Subsidiary; provided further, that in the case of an Authorized Officer of the Borrower stating that clauses (1A), (B) and (C), such merger or consolidation is not otherwise prohibited by this Agreement. Subject to the foregoing, and except to the extent otherwise prohibited by this Agreement, the U.S. Borrower may, directly or reorganization complies with this Section 5.10(a)indirectly, (2) sell all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses a portion of the Agents capital stock or other equity interests of any Subsidiary (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division a merger or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Divisionconsolidation) for fair market value, as determined in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted good faith by the Loan DocumentsU.S. Borrower’s board of directors; provided however, that if such Subsidiary is also a Euro Borrower, such Subsidiary ceases to be a Euro Borrower, as applicable, immediately prior to such sale and all Obligations of such Subsidiary in its capacity as a Euro Borrower are paid in full prior to the date of such sale. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P S&P, Fitch or DBRS, as applicable, shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P S&P, Fitch or DBRS, as applicable, and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.

Restriction on Fundamental Changes. (a) The Borrower Company shall not, and shall not permit any of its Subsidiaries to, enter into any merger, merger or consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part substantially all of its the property of the Company, or, in the case of a Subsidiary of the Company, the business or propertyproperty of the Company and its Subsidiaries taken as a whole, whether now or hereafter acquired, except for transfers of its property expressly ; provided that any such merger or consolidation shall be permitted by if (i) the Loan Documents. Company shall be the continuing corporation (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders a merger or consolidation), or the Administrative Agentsuccessor, if other than the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and such corporation shall expressly assume to the satisfaction of the Agent the due and punctual performance and observance of all of the covenants and obligations contained in this Agreement and the Notes to be performed by the Company, (ii) immediately after giving effect to such merger or consolidation, no Default shall have occurred and be continuing, and (iii) on the effective date of any such merger or consolidation occurring on or after the Restatement Date, the Administrative covenant contained in Section 5.03, calculated on a pro forma basis with respect to the twelve month period ending on such date, after giving effect to such merger or consolidation with respect to the Company or other obligor for the Advances and other obligations hereunder, shall be satisfied; and provided, further that any majority-owned Subsidiary of the Company may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Company or any other majority-owned Subsidiary of the Company. Pro forma compliance with Section 5.03 shall be determined in a manner which includes appropriate adjustments to Consolidated Interest Expense and Consolidated EBT, including, without limitation, adjustments designed to reflect indebtedness incurred in connection with or in contemplation of such merger or consolidation and interest expense for the twelve month period ending on the date of such determination in respect thereof, and shall be demonstrated to the reasonable satisfaction of the Agent’s prior written consent.

Restriction on Fundamental Changes. (a) The Borrower shall will not, and will not permit any of its Subsidiaries to, enter into any transaction of merger, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation amalgamation or reorganization and the Rating Condition is satisfied with respect (including without limitation any election to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of taxed as an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(aS Corporation), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), discontinue its business or or, except for the sale of land, lots and houses from inventory in the ordinary course of business, convey, sell, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or a series of transactions, all or any part of its such Person's business or propertyassets, whether now owned or hereafter acquired, except or make any material change in the method by which such Person conducts business. Notwithstanding the foregoing, the Borrower or its Subsidiaries may transfer not more than twenty percent (20%) in the aggregate (on a consolidated basis) of such assets (valued at net book value) in a single transaction not in the ordinary course of business for transfers fair value in a cash transaction provided that no Default or Event of Default exists, or would exist after the consummation of such transaction. (b) Any Subsidiary of the Borrower may be (i) merged, amalgamated or consolidated with or into the Borrower or any wholly-owned Subsidiary of the Borrower, or (ii) liquidated, wound up or dissolved into, or all or substantially all of its business, property expressly permitted by or assets may be conveyed, sold, leased, transferred or other disposed of, in one transaction or a series of transactions, to the Loan DocumentsBorrower or any wholly-owned Subsidiary of the Borrower; provided, however, that in the case of such a merger, amalgamation, liquidation or consolidation, the Borrower or such wholly-owned Subsidiary, as the case may be, shall be the continuing or surviving corporation. (c) The Borrower shall not amend change its Constituent Documents without prior written notice to S&P and the Administrative Agent andpresent accounting principles or practices in any material respect, in the case of amendments that would reasonably except as may be expected to affect the Lenders required by GAAP or the Administrative Agent, the Administrative Agent’s prior written consentby law.

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P S&P, Fitch or DBRS, as applicable, shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “”investment company”” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P S&P, Fitch or DBRS, as applicable, and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law Applicable Law and unless: (i) the Majority Lenders have provided their prior written consent to such merger merger, consolidation, division or consolidation or other reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger merger, consolidation, division or consolidation or other reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger merger, consolidation, division or consolidation or other reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.

Restriction on Fundamental Changes. (aA) The Borrower shall not enter Enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such transaction of merger or consolidation or reorganizationconsolidation; (iiB) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution); (C) convey, discontinue its business or conveysell, lease, sellsublease, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or a series of transactions, all or any substantial part of its business or propertyassets, or the capital stock of any of its Subsidiaries, whether now owned or hereafter acquired; or (D) acquire by purchase or otherwise all or any substantial part of the business or assets of, or stock or other beneficial ownership of, any Person. Notwithstanding the foregoing, Borrower may acquire all or substantially all of the assets or equity securities of any Person (the “Target”) (in each case, a “Permitted Acquisition”) subject to the satisfaction of each of the following conditions: (1) Agent shall receive at least 10 Business Days’ prior written notice of such proposed Permitted Acquisition, which notice shall include a reasonably detailed description of such proposed Permitted Acquisition; (2) such Permitted Acquisition shall only involve assets located in the United States and comprising a business, or those assets of a business, of a similar type engaged in by Obligors as of the Closing Date, and which business would not subject Agent or any Lender to regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any other Loan Documents other than approvals applicable to the exercise of such rights and remedies with respect to Obligors prior to such Permitted Acquisition; (3) such Permitted Acquisition shall be consensual and shall have been approved by the Target’s board of directors; (4) no additional Indebtedness, Contingent Obligations or other liabilities shall be incurred, assumed or otherwise be reflected on a consolidated balance sheet of Obligor and Target after giving effect to such Permitted Acquisition, except (A) Loans made hereunder, (B) ordinary course trade payables, accrued expenses and unsecured Indebtedness of the Target to the extent no Default or Event of Default has occurred and is continuing or would result after giving effect to such Permitted Acquisition and (C) Indebtedness permitted under subsection 7.1(G); (5) the business and assets acquired in such Permitted Acquisition shall be free and clear of all Liens (other than Permitted Encumbrances); (6) at or prior to the closing of any Permitted Acquisition, Agent will be granted a first priority perfected Lien (subject to Permitted Encumbrances) in all assets acquired pursuant thereto or in the assets and equity securities of the Target, and Holdings and Obligor and the Target shall have executed such documents and taken such actions as may be required by Agent in connection therewith; (7) at the time of such Permitted Acquisition (before and after giving effect to such Permitted Acquisition and all Loans funded in connection therewith), Excess Availability shall exceed $12,500,000; (8) Within five (5) Business Days following delivery of the notice referred to in clause (1) above with respect to any Permitted Acquisition other than a Permitted Small Acquisition (unless otherwise requested by Agent with respect to any Permitted Small Acquisition), Borrower shall have delivered to Agent, in form and substance reasonably satisfactory to Agent: (a) a pro forma consolidated balance sheet, income statement and cash flow statement of Holdings and its Subsidiaries (the “Acquisition Pro Forma”), based on recent financial statements, which shall be complete and shall fairly present in all material respects the assets, liabilities, financial condition and results of operations of Holdings and its Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted Acquisition and the funding of all Loans in connection therewith, and such Acquisition Pro Forma shall reflect that average daily Excess Availability for transfers the 30-day period preceding the consummation of its property expressly permitted by such Permitted Acquisition would have exceeded $12,500,000 on a pro forma basis (after giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the Loan Documents.first day of such period) and the Acquisition Projections (as hereinafter defined) shall reflect that such Excess Availability of $12,500,000 shall continue for at least 30 days after the consummation of such Permitted Acquisition and on a pro forma basis, no Event of Default has occurred and is continuing or would result after giving effect to such Permitted Acquisition and Borrower would have been in compliance with the financial covenants set forth in the Financial Covenants Rider recomputed for the twelve month period ending on the last day of the most recent fiscal quarter for which Agent has received the monthly financial statements required to be delivered pursuant to paragraph A of the Reporting Rider (after giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day of such period); (b) updated versions of the most recently delivered Projections covering the 1 year period commencing on the date of such Permitted Acquisition and otherwise prepared in accordance with the Projections (the “Acquisition Projections”) and based upon historical financial data of a recent date reasonably satisfactory to Agent, taking into account such Permitted Acquisition; (c) The a certificate of the chief financial officer of Borrower on behalf of Borrower to the effect that: (w) the Parties will be Solvent upon the consummation of the Permitted Acquisition; (x) the Acquisition Pro Forma fairly presents the financial condition of Holdings and its Subsidiaries (on a consolidated basis) as of the date thereof after giving effect to the Permitted Acquisition; (y) the Acquisition Projections are reasonable estimates of the future financial performance of Holdings and its Subsidiaries subsequent to the date thereof based upon the historical performance of Holdings and its Subsidiaries and the Target and show that Holdings and its Subsidiaries shall continue to be in compliance with the financial covenants set forth in the Financial Covenants Rider for the 1 year period thereafter; and (z) Holdings and its Subsidiaries have completed their due diligence investigation with respect to the Target and such Permitted Acquisition, which investigation was conducted in a manner similar to that which would have been conducted by a prudent purchaser of a comparable business and the results of which investigation were delivered to Agent and Lenders; and (d) any documentation required to be delivered in accordance with Section 5.5; (9) on or prior to the date of such Permitted Acquisition, Agent shall have received, in form and substance reasonably satisfactory to Agent, environmental assessments satisfactory to Agent, copies of the acquisition agreement and related agreements and instruments, and all opinions, certificates, lien search results and other documents reasonably requested by Agent, including any landlord waivers requested by Agent; and (10) at the time of such Permitted Acquisition and after giving effect thereto, no Default or Event of Default has occurred and is continuing. Notwithstanding the foregoing, the Accounts and Inventory of Target shall not amend its Constituent Documents without prior written notice be included in Eligible Accounts and Eligible Inventory unless Agent shall have received the reports, listings and agings set forth in paragraph (G) of the Reporting Rider with respect to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consentTarget.

Restriction on Fundamental Changes. (a) The Borrower shall not, and shall not permit any of its Subsidiaries (except pursuant to the Merger) to, enter into any merger, merger or consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part substantially all of its the property of the Borrower, or, in the case of a Subsidiary of the Borrower, the business or propertyproperty of the Borrower and its Subsidiaries taken as a whole, whether now or hereafter acquired, except for transfers of its property expressly ; provided that any such merger or consolidation shall be permitted by if (i) the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and be the Administrative Agent and, continuing corporation (in the case of amendments that would reasonably be expected to affect the Lenders a merger or consolidation), or the Administrative Agentsuccessor, if other than the Borrower, shall be a corporation organized and existing under the laws of the United States of America or any State thereof and such corporation shall expressly assume to the satisfaction of the Agent the due and punctual performance and observance of all of the covenants and obligations contained in this Bridge Agreement and the Notes to be performed by the Borrower, (ii) immediately after giving effect to such merger or consolidation, no Default shall have occurred and be continuing, and (iii) on the effective date of any such merger or consolidation occurring on or after the Effective Date, the Administrative covenant contained in Section 5.03, calculated on a pro forma basis with respect to the twelve month period ending on such date, after giving effect to such merger or consolidation with respect to the Borrower or other obligor for the Advances and other obligations hereunder, shall be satisfied; and provided, further that any majority-owned Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any other majority-owned Subsidiary of the Borrower. Pro forma compliance with Section 5.03 shall be determined in a manner which includes appropriate adjustments to Consolidated Interest Expense and Consolidated EBT, including, without limitation, adjustments designed to reflect indebtedness incurred in connection with or in contemplation of such merger or consolidation and interest expense for the twelve month period ending on the date of such determination in respect thereof, and shall be demonstrated to the reasonable satisfaction of the Agent’s prior written consent.

Restriction on Fundamental Changes. (a) The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any merger, merger or consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part substantially all of its the property of the Borrower, or, in the case of a Subsidiary of the Borrower, the business or propertyproperty of the Borrower and its Subsidiaries taken as a whole, whether now or hereafter acquired, except for transfers of its property expressly ; provided that any such merger or consolidation shall be permitted by if (i) the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and be the Administrative Agent and, continuing corporation (in the case of amendments that would reasonably be expected to affect the Lenders a merger or consolidation), or the Administrative Agentsuccessor, if other than the Borrower, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and such corporation shall expressly assume to the satisfaction of the Agent the due and punctual performance and observance of all of the covenants and obligations contained in this Agreement and the Notes to be performed by the Borrower, (ii) immediately after giving effect to such merger or consolidation, no Default shall have occurred and be continuing, and (iii) on the effective date of any such merger or consolidation occurring on or after the Restatement Date, the Administrative covenant contained in Section 5.03, calculated on a pro forma basis with respect to the twelve month period ending on such date, after giving effect to such merger or consolidation with respect to the Borrower or other obligor for the Advances and other obligations hereunder, shall be satisfied; and provided, further that any majority-owned Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any other majority-owned Subsidiary of the Borrower. Pro forma compliance with Section 5.03 shall be determined in a manner which includes appropriate adjustments to Consolidated Interest Expense and Consolidated EBT, including, without limitation, adjustments designed to reflect indebtedness incurred in connection with or in contemplation of such merger or consolidation and interest expense for the twelve month period ending on the date of such determination in respect thereof, and shall be demonstrated to the reasonable satisfaction of the Agent’s prior written consent.

Restriction on Fundamental Changes. (a) ASSET SALES AND --------------------------------------------------- ACQUISITIONS. ------------- The Borrower shall not, and shall not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of the Borrower or any of its Subsidiaries, or enter into any merger, transaction of merger or consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), discontinue its business or convey, leasesell, selllease or sublease (as lessor or sublessor), transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or a series of transactions, all or any part of its business business, property or propertyassets, whether now owned or hereafter acquired, except for transfers or acquire by purchase or otherwise all or substantially all of the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except: (i) the Borrower and its Subsidiaries may dispose of obsolete, worn out or surplus assets or assets no longer used or useful in the business of the Borrower and any of its Subsidiaries in each case to the extent made in the ordinary course of business, provided that either (i) such disposal does not materially adversely affect any portion of the Borrower's or such Subsidiary's business, as applicable, or (ii) prior to or within twelve months following such disposal, any such property expressly permitted shall be replaced with other property of substantially equal utility and a value at least substantially equal to that of the replaced property when first acquired and free from any security of any other Person, subject only to Permitted Liens, and by such removal and replacement the Borrower and its Subsidiaries shall be deemed to have subjected such replacement property to the lien of the Collateral Documents in favor of the Secured Parties, as applicable ; (ii) the Borrower and its Subsidiaries may sell or otherwise dispose of assets in transactions that do not constitute Asset Sales, provided that the consideration received for such assets shall be in an amount at least equal to the fair market value thereof; and provided, further, that the Borrower and its Subsidiaries may not lease or sublease to other Persons any portion of the Borrower's or any of its Subsidiaries' interest in any of its Facilities, unless each such lease or sublease (a) is made in the ordinary course of business and is in connection with the provision of co-location services by the Loan Documents.Borrower or any of its Subsidiaries and (b) does not interfere in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; or (ciii) The the Borrower shall not amend or any of its Constituent Documents without prior written notice to S&P Subsidiaries may sell, transfer, lease or dispose of telecommunications capacity on the System, provided, that each such sale, transfer, lease or disposition is on commercially reasonable terms and the Administrative Agent and, is in the case ordinary course of amendments business (as reasonably determined by the Borrower or any such Subsidiary). Notwithstanding the foregoing provisions of this Section 6.7., each of the ------------ clauses in this Section 6.7. shall be subject to the additional proviso that no ------------ Event of Default or Potential Event of Default shall exist and be continuing at the time of such transaction or would reasonably be expected to affect occur as a result of entering into such transaction (or immediately after any renewal or extension thereof at the Lenders option of the Borrower or any of its Subsidiaries). Further, the proceeds or the Administrative Agent, Net Asset Sale Proceeds of any lease or transaction of the Administrative Agent’s prior written consent.nature described in each of the clauses to this Section 6.7. shall be applied in accordance with the ------------ provisions of Section 2.5.C. -------------

Restriction on Fundamental Changes. (a) The U.S. Borrower shall not, and shall not enter into permit any merger, consolidation, division or other reorganization, unless permitted by applicable law and unlessof its Material Subsidiaries to: (i) the Majority Lenders have provided their prior written consent to such merger merge or consolidation consolidate with, or reorganization; (ii) convey, transfer, lease or otherwise dispose of (whether in one transaction or a series of transactions) all or substantially all of the property (whether now owned or hereafter acquired) of the U.S. Borrower shall be the surviving entity; and its Subsidiaries, taken as a whole, to, or (iii) S&P shall have been notified convey, transfer, lease or otherwise dispose of (whether in writing one transaction or a series of such merger transactions, and whether by or pursuant to merger, consolidation or reorganization any other arrangement), any property (whether now owned or hereafter acquired) essential to the conduct of the business of the U.S. Borrower and the Rating Condition is satisfied with respect to such mergerits Subsidiaries, consolidationtaken as a whole, division or other reorganizationto, any Person; (iv) immediately after giving effect to such transactionprovided, however, that so long as no Default shall have occurred and then be continuingcontinuing or would result therefrom, any Person may merge or consolidate with (A) any Borrower, so long as such Borrower is the surviving entity and (B) any Material Subsidiary; provided, further, that in the case of clauses (vA) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) B), such merger or consolidation is not otherwise prohibited by this Agreement. Subject to the foregoing, and except to the extent otherwise prohibited by this Agreement, the U.S. Borrower may, directly or reorganization complies with this Section 5.10(a)indirectly, (2) sell all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses a portion of the Agents capital stock or other equity interests of any Subsidiary (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division a merger or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Divisionconsolidation) for fair market value, as determined in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted good faith by the U.S. Borrower’s board of directors; provided, however, that if such Subsidiary is also a Euro Borrower or Swing Loan DocumentsBorrower, such Subsidiary ceases to be a Euro Borrower or Swing Loan Borrower, as applicable, immediately prior to such sale and all Obligations of such Subsidiary in its capacity as a Euro Borrower or Swing Loan Borrower, as applicable are paid in full prior to the date of such sale. Notwithstanding the foregoing, nothing in this Section 6.04(b) shall prohibit the U.S. Borrower and its Subsidiaries from consummating the Transactions. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.

Restriction on Fundamental Changes. (a) The Asset Sala, Alter the corporate, partnership, capital or legal structure of the Borrower shall not or any of its Subsidiaries or enter into any transaction of merger, consolidationor consolidate, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), discontinue its business or convey, sell, lease, sellsub-lease, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or a series of transactions, all or any part of its business business, property or propertyassets (including, without limitation, any of the capital stock or partnership interests held by such Person in any of its Subsidiaries), whether now owned or hereafter acquiredacquired (other than in the ordinary course of business), except for transfers or acquire by purchase, lease or otherwise (in one transaction or a series of its related transactions) all or any part of the business, property expressly or fixed assets of, or stock or other evidence of beneficial ownership of, any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business) or agree to do any of the foregoing at any future time, except: (a) Consolidated Capital Expenditures otherwise permitted herein; (b) Asset Sales so long as (w) the consideration received shall be an amount at least equal to the fair market value thereof; (x) at least 85% of the consideration received shall be Cash; (y) the proceeds of such Asset Sale are applied as required by the Loan Documents.subsection 2.6(d); and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (c) The Investments permitted by subsection 6.4; and (d) the issuance of equity Securities of the Borrower and its Subsidiaries not otherwise prohibited by this Agreement; and (e) so long as after giving effect thereto no Default or Event of Default shall not amend have occurred and be continuing, any Asset Swap, provided that (i) the consideration received therefor shall be at least equal to the fair market value thereof, (ii) if and to the extent that the Borrower or any Subsidiary receives consideration for the assets transferred by it in connection with such Asset Swap that is in addition to the Equivalent Assets received in exchange therefor, such Asset Swap shall be deemed to be an Asset Sale and shall be permitted only if the provisions of subsection 6.7(b)(y) shall be complied. with in connection therewith and (iii) no Asset Swap shall be permitted in any calendar year if, after giving effect thereto, all the assets transferred by the Borrower and its Constituent Documents without prior written notice Subsidiaries pursuant to S&P Asset Swaps during such calendar year shall have generated during the immediately preceding calendar year an aggregate amount of Consolidated Operating Cash Flow that exceeds 10% of Consolidated Operating Cash Flow of the Borrower and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consentits Subsidiaries for such immediately preceding calendar year.

Restriction on Fundamental Changes. (a) The Borrower shall Issuer will not enter into and will not permit any merger, consolidation, division of its Subsidiaries directly or other reorganization, unless permitted by applicable law and unlessindirectly to: (i) the Majority Lenders have provided their prior written consent amend, modify or waive any term or provision of its organizational documents, including without limitation its articles of incorporation, certificates of designations pertaining to preferred stock, by- laws, partnership agreement or operating agreement unless required by law or such merger action does not materially adversely affect any Holder's rights hereunder or consolidation or reorganizationunder any Note Document; (ii) enter into any transaction of merger or consolidation other than as set forth in Section 7.06(b) below, except, upon not --------------- less than five (5) Business Days prior written notice to the Borrower shall Purchasers, any wholly-owned Subsidiary of Issuer may be merged with or into Issuer or any Obligor (provided that Issuer or such Obligor, as applicable, is the surviving -------- entity); (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), discontinue its business ; or convey, lease, sell, transfer (iv) acquire by purchase or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any substantial part of its the business or propertyassets of any other Person and, whether now or hereafter acquiredprovided further, except for transfers of its property expressly permitted by that Issuer may engage in any such transaction if in connection therewith and at the Loan Documentsclosing thereof, the Notes and all premium and interest thereon are indefeasibly paid in full. (cb) Notwithstanding anything to contrary in Section 7.06(a) above, Issuer may directly or indirectly enter into and consummate any transaction of merger or consolidation if the following conditions are satisfied: (i) Such transaction of merger or consolidation constitutes a Change of Control; (ii) The Borrower Issuer has obtained all consents necessary, including the consent of the Senior Lender, to consummate the Prepayment Offer required upon such Change of Control pursuant to Section 2.06; provided, however, that ------------ -------- ------- the Issuer shall not amend its Constituent Documents without prior written notice offer to S&P and prepay all of the Administrative Agent and, Notes at the applicable premium percentage set forth in Section 2.07(c) (determined by the case date of amendments that would reasonably be expected to affect such Change --------------- of Control); (iii) At the Lenders or the Administrative Agentclosing of such Change of Control, the Administrative Agent’s prior written consentIssuer has available in cash the funds required to consummate such Prepayment Offer, if such Prepayment Offer were to be accepted by the Holders in accordance with Section 2.06; ------------ (iv) After giving effect to such Change of Control, the Issuer is in compliance on a pro forma basis with the covenants set forth in Sections -------- 6.16, 6.17 and 6.18 recomputed for the most recently ended quarter for which ---------- ---- information is available and is in compliance with all other terms and conditions of this Agreement; and (v) No Default or Event of Default then exists or would result from such Change of Control.

Restriction on Fundamental Changes. (a) The Borrower shall not enter Enter into any transaction of merger, spinoff, or consolidation, division directly or other reorganizationindirectly, unless permitted whether by applicable operation of law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation otherwise, or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), discontinue its business or convey, sell, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or a series of transactions, all or any material part of its business respective business, property or propertyfixed assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person, except for transfers of its property expressly permitted by the Loan Documents.that: (ca) The any Borrower shall not amend its Constituent Documents without prior written notice to S&P and Subsidiary may be merged or consolidated with or into the Administrative Agent andBorrower or any wholly-owned Borrower Subsidiary; provided that, in the case of amendments that would reasonably be expected to affect the Lenders such a merger or the Administrative Agentconsolidation, the Administrative Agent’s prior written consentBorrower or such wholly-owned Borrower Subsidiary shall be the continuing or surviving corporation; (b) the Borrower and each Borrower Subsidiary may sell or otherwise dispose of real property inventory in the ordinary course of business, subject to obtaining any required release in accordance with the terms of this Agreement; and (c) the Borrower and each Borrower Subsidiary may sell or otherwise dispose of obsolete or worn out property in the ordinary course of business; provided that, in no event shall the Borrower or any Borrower Subsidiary sell, assign, transfer, pledge or otherwise grant any Lien to any Person on any of its property, assets or revenues, real or personal, tangible or intangible, whether now owned or hereafter acquired, in which the Borrower has granted, or hereafter may grant, a Lien to the Lender. Any exceptions provided under subsections (a) through (c)above are conditioned upon no Default or Event of Default occurring or continuing at the time of such exception and after giving effect to such exception, that no Default or Event of Default shall exist.

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an ““investment company”” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.

Restriction on Fundamental Changes. (a) The Borrower Company shall not, and shall not permit any of its Subsidiaries to, enter into any merger, merger or consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part substantially all of its the property of the Company, or, in the case of a Subsidiary of the Company, the business or propertyproperty of the Company and its Subsidiaries taken as a whole, whether now or hereafter acquired, except for transfers of its property expressly ; provided that any such merger or consolidation shall be permitted by if (i) the Loan Documents. Company shall be the continuing corporation (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders a merger or consolidation), or the Administrative Agentsuccessor, if other than the Company, shall be a corporation organized and existing under the laws of the United States of America or any State thereof and such corporation shall expressly assume to the satisfaction of the Agent the due and punctual performance and observance of all of the covenants and obligations contained in this Agreement and the Notes to be performed by the Company, (ii) immediately after giving effect to such merger or consolidation, no Default shall have occurred and be continuing, and (iii) on the effective date of any such merger or consolidation occurring on or after the Restatement Date, the Administrative covenant contained in Section 5.03, calculated on a pro forma basis with respect to the twelve month period ending on such date, after giving effect to such merger or consolidation with respect to the Company or other obligor for the Advances and other obligations hereunder, shall be satisfied; and provided, further that any majority-owned Subsidiary of the Company may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Company or any other majority-owned Subsidiary of the Company. Pro forma compliance with Section 5.03 shall be determined in a manner which includes appropriate adjustments to Consolidated Interest Expense and Consolidated EBT, including, without limitation, adjustments designed to reflect indebtedness incurred in connection with or in contemplation of such merger or consolidation and interest expense for the twelve month period ending on the date of such determination in respect thereof, and shall be demonstrated to the reasonable satisfaction of the Agent’s prior written consent.

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any merger, consolidation, division or other reorganization, or otherwise change its organizational structure, unless permitted by applicable law Applicable Law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents and Majority Lenders (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the AgentsAgents and Majority Lenders. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the prior written consent of the Majority Lenders or the Administrative Agent’s prior written consent, respectively.

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any merger, merger or consolidation, division or other reorganization, unless permitted by applicable the State of Delaware law and unless: (i) the Majority Lenders Controlling Parties have provided their prior written consent to such merger or consolidation consolidation, division or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation consolidation, division or reorganization and the Rating Condition is satisfied with respect to such merger, merger or consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default, Event of Default or Servicer Event of Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation consolidation, division or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “"investment company” " under the Investment Company Act; and (vi) the reasonable, out of pocket and invoiced fees, costs and expenses of the Agents (including any reasonable legal fees and expensesexpenses of counsel) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b; provided, that if all Obligations under the Loans have been paid in full and all Commitments have been terminated in accordance with the terms hereof, the requirements in this Section 5.10(a) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documentsapply. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any merger, merger or consolidation, division or other reorganization, unless permitted by applicable the State of Delaware law and unless: (i) the Majority Lenders Controlling Parties have provided their prior written consent to such merger or consolidation consolidation, division or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation consolidation, division or reorganization and the Rating Condition is satisfied with respect to such merger, merger or consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default, Event of Default or Servicer Event of Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation consolidation, division or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “"investment company” " under the Investment Company Act; and (vi) the reasonable, out of pocket and invoiced fees, costs and expenses of the Agents (including any reasonable legal fees and expensesexpenses of counsel) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents; provided, that if all Obligations under the Loans have been paid in full and all Commitments have been terminated in accordance with the terms hereof, the requirements in this Section 5.10(a) shall not apply. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without the Administrative Agent's prior written consent (such consent not to be unreasonably withheld) and prior written notice to S&P and S&P; provided however that the Borrower shall be able to take any action necessary, including amending its Constituent Documents, to change its name, without the Administrative Agent's prior written consent or prior written notice to S&P; provided, however, the Borrower shall not change its name (i) without giving the Administrative Agent at least five Business Days' prior written notice and (ii) unless all actions necessary and appropriate to protect and perfect the Secured Parties' first priority perfected security interest in the Pledged Collateral have been taken and completed; provided, further, that solely with respect to administrative changes, the Borrower shall give the Administrative Agent at least five Business Days' prior written notice and, in the case of amendments that would reasonably be expected to affect the Lenders or if the Administrative AgentAgent does not respond or reasonably object during such period, the Administrative Agent’s prior written consentBorrower may amend its Constituent Documents to implement such administrative changes.

Restriction on Fundamental Changes. (aq) The Borrower shall not enter into any merger, merger or consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; Borrower is the surviving entity, (ii) the entity which is merged into Borrower shall be is predominantly in the commercial real estate business, (iii) the creditworthiness of the surviving entity; (iii) S&P shall have been notified in writing of 's long term unsecured debt or implied senior debt, as applicable, is not lower than Borrower's creditworthiness two months immediately preceding such merger as determined by Lender in its reasonable discretion , and (iv) in the case of any merger where the then fair market value of the assets of the entity which is merged into the Borrower is twenty-five percent (25%) or consolidation or reorganization and more of the Rating Condition is satisfied with respect to Borrower's then Gross Asset Value following such merger, consolidationLender consents thereto in writing, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction which consent shall not cause the Borrower be unreasonably withheld, conditioned or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) delayed. The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part substantially all of its business or property, whether now or hereafter acquired, except for transfers . Nothing in this Section shall be deemed to prohibit the sale or leasing of its property expressly permitted by portions of the Loan DocumentsReal Property Assets in the ordinary course of business. (cr) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, organizational documents in the case of amendments any manner that would reasonably have a Material Adverse Effect without Lender's consent, which shall not be expected unreasonably withheld. (s) The Borrower shall deliver to affect Lender copies of all amendments to its organizational documents no less than ten (10) days after the Lenders or the Administrative Agent, the Administrative Agent’s prior written consenteffective date of any such amendment.

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law Applicable Law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.

Restriction on Fundamental Changes. No Change in ------------------------------------------------ Operation or Control. Borrower will not: (a) The Borrower shall not enter into or consummate any merger, -------------------- transaction of merger or consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) contemporaneously with the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing consummation of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganizationthe Obligations are paid and satisfied in full, and this Agreement is terminated; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), discontinue its business or convey; (c) sell, lease, sellsublease, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or a series of transactions, all or any part of its business assets, or propertythe capital stock of any Subsidiary of Borrower, whether now owned or hereafter acquired, acquired (except for transfers sales of its tangible personal property expressly permitted by in the Loan Documents. (cordinary course of business that is worn out or obsolete) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent andunless, in the case of amendments that would reasonably be expected to affect a sale of all or substantially all of the Lenders or the Administrative Agentassets of Borrower, the Administrative Agent’s prior written consentObligations are paid and satisfied in full and this Agreement is terminated contemporaneously with the consummation of such asset sale; or (d) acquire by purchase or otherwise all or any substantial part of the business or assets of, or stock or other evidence of beneficial ownership of, any Person; provided that notwithstanding the foregoing, Borrower may sell or otherwise transfer equipment held by Borrower pursuant to operating or capital leases so long as the proceeds of such sale or other transfer are used to satisfy Borrower's obligations under such leases. Borrower agrees that compliance with this Section 7.4 is a material inducement to Lender's advancing credit under this Agreement. Borrower further agrees that in addition to all other remedies available to Lender, Lender shall be entitled to specific enforcement of the covenants in this Section 7.4, including injunctive relief.

Restriction on Fundamental Changes. (a) The Borrower shall will not, and will not permit any of its Subsidiaries to, enter into any merger, transaction of merger or consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer acquire by purchase or otherwise dispose a division, business unit or all or substantially all of the business, property or fixed assets of, including or stock or other evidence of beneficial ownership of, any Person, except: (i) the Borrower may acquire by way purchase or otherwise a division, business unit or all or substantially all of division the business, property or fixed assets of, or acquire stock or other evidence of beneficial ownership of, any disposition Person; provided that: -------- (a) no Event of property to any Delaware LLC formed upon Default or Potential Event of Default has occurred and is continuing, or would occur as a result of such acquisition, (b) the consummation acquisition is of a Delaware LLC DivisionPerson engaged in, in one transaction or series assets utilized in, a similar, or vertically integrated, line of transactions, all or any part business as that of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents.Borrower, (c) The if the consideration paid (including, without limitation, liabilities incurred) for any one such acquisition or any series of acquisitions related to the same transaction shall exceed $75,000,000, (A) on a pro forma basis, after giving effect to the proposed acquisition, the Consolidated Funded Indebtedness to Consolidated EBITDA Ratio shall not exceed 3.5 to 1.0, and (B) the Borrower shall provide the Banks with a Compliance Certificate demonstrating pro forma compliance with Section 6.3 hereof after giving effect to such acquisition, and (d) the consideration paid (including, without limitation, liabilities incurred) for any one such acquisition or any series of acquisitions related to the same transaction shall not amend its Constituent Documents exceed $150,000,000 without prior written notice the consent of the Requisite Banks in their sole discretion; and (ii) a wholly-owned Subsidiary of the Borrower or a Subsidiary of the Borrower acquired pursuant to S&P Section 6.4(i) may be merged or consolidated with the Borrower; provided, that (a) the Borrower shall be the continuing or -------- surviving corporation, and the Administrative Agent and(b) no Event of Default or Potential Event of Default has occurred and is continuing, in the case or would occur as a result of amendments that would reasonably be expected to affect the Lenders such merger or the Administrative Agent, the Administrative Agent’s prior written consentconsolidation.

Restriction on Fundamental Changes. (a) The Borrower shall Company will not enter into any merger, transaction of merger or consolidation, division or other reorganizationconvey, unless permitted by applicable law transfer or lease its properties and assets substantially as an entirety to any Person, unless: : (i) the Majority Lenders have provided their prior written consent to corporation formed by such merger or consolidation or reorganization; into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation organized and existing under the laws of France or the United States of America, any state thereof or the District of Columbia, which has obtained all necessary Permits required in connection with such transaction (the "Successor Corporation") and shall expressly assume, by an instrument executed by the Company and such Successor Corporation in form and substance reasonably satisfactory to the Agent and the Lessor, the due and punctual payment of Rent, Additional Rent, Residual Value Amount, Permitted Lease Balance, Termination Value and other payments required to be made by the Company hereunder and under the other Operative Documents and the performance or observance of every covenant hereof and under the other Operative Documents on the part of the Company to be performed or observed; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default, Event of Default or Unwind Event shall have occurred and be continuing; ; (viii) the Borrower Company shall have delivered to each the Agent and each Lender a certificate of signed by an Authorized Officer executive officer of the Borrower Company and a written opinion of counsel satisfactory to the Agent (who may be counsel to the Company), each stating that such transaction and such instrument described in clause (1i) such merger or consolidation or reorganization complies above comply with this Section 5.10(a), (24.01(c) and that all conditions precedent in this Section 5.10(a) herein provided for relating to such transaction have been complied with and satisfied; and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (viiv) the fees, costs and expenses of Port has approved the Agents (including any reasonable legal fees and expenses) associated with Successor Corporation as the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for counterparty to the satisfaction Ground Lease and has certified that no modification to the terms of the Agentssuch Ground Lease will be made as a result of such transaction. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.

Restriction on Fundamental Changes. (a) The Borrower shall not, and shall not permit any of its Subsidiaries (except pursuant to the Merger) to, enter into any merger, merger or consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part substantially all of its the property of the Borrower, or, in the case of a Subsidiary of the Borrower, the business or propertyproperty of the Borrower and its Subsidiaries taken as a whole, whether now or hereafter acquired, except for transfers of its property expressly ; provided that any such merger or consolidation shall be permitted by if (i) the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and be the Administrative Agent and, continuing corporation (in the case of amendments that would reasonably be expected to affect the Lenders a merger or consolidation), or the Administrative Agentsuccessor, if other than the Borrower, shall be a corporation organized and existing under the laws of the United States of America or any State thereof and such corporation shall expressly assume to the satisfaction of the Agent the due and punctual performance and observance of all of the covenants and obligations contained in this Term Loan Agreement and the Notes to be performed by the Borrower, (ii) immediately after giving effect to such merger or consolidation, no Default shall have occurred and be continuing, and (iii) on the effective date of any such merger or consolidation occurring on or after the Effective Date, the Administrative covenant contained in Section 5.03, calculated on a pro forma basis with respect to the twelve month period ending on such date, after giving effect to such merger or consolidation with respect to the Borrower or other obligor for the Advances and other obligations hereunder, shall be satisfied; and provided, further that any majority-owned Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any other majority-owned Subsidiary of the Borrower. Pro forma compliance with Section 5.03 shall be determined in a manner which includes appropriate adjustments to Consolidated Interest Expense and Consolidated EBT, including, without limitation, adjustments designed to reflect indebtedness incurred in connection with or in contemplation of such merger or consolidation and interest expense for the twelve month period ending on the date of such determination in respect thereof, and shall be demonstrated to the reasonable satisfaction of the Agent’s prior written consent.

Restriction on Fundamental Changes. (a) The Borrower shall will not enter into any merger, consolidation, division and will not permit its Subsidiaries directly or other reorganization, unless permitted by applicable law and unlessindirectly to: (i) unless and only to the Majority Lenders have provided their prior written extent required by law, amend, modify or waive any term or provision of its articles of organization, partnership agreement, operating agreement, management agreements, articles of incorporation or certificates of designations pertaining to preferred stock or by-laws without the consent to of Administrative Agent (which consent shall not be unreasonably withheld), other than an amendment, modification or waiver that is solely ministerial or administrative in nature or the reincorporation of Borrower in the State of Delaware; provided, however, Borrower shall promptly give Administrative Agent notice of any such amendment, modification or waiver; (ii) enter into any transaction of merger or consolidation or reorganization; acquire by purchase or otherwise all or any substantial part of the business or assets of any other Person, except (iieach of the following, a “Permitted Acquisition”) the (a) any Subsidiary of Borrower shall may be merged with or into Borrower or any wholly owned Subsidiary of Borrower provided that Borrower or such wholly owned Subsidiary of Borrower is the surviving entity, and (b) Borrower or its Subsidiaries may consolidate or merge with or into any other Person or acquire by purchase or otherwise all or any substantial part of the business or assets of any other Person, provided that no Default or Event of Default then exists or would result from such transaction, Borrower or such Subsidiary is the surviving or continuing entity and the consideration for each such transaction provided by Borrower (whether in the form of stock, cash or other consideration) does not exceed $100,000,000 and such consideration for all such transactions under this subclause (b) after the Amendment Date does not in the aggregate exceed $200,000,000; or (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.

Restriction on Fundamental Changes. Borrower shall not, without the prior written consent of Lender: (a) The Borrower shall not enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such transaction of merger or consolidation or reorganization; (ii) unless the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for Obligations are fully repaid prior to the satisfaction of the Agents.effectiveness thereof; (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution); provided, discontinue its however, that Borrower may dissolve any of the Inactive Subsidiaries if (a) it gives Lender at least thirty (30) days prior written notice and (b) Borrower shall have provided Lender with evidence satisfactory to Lender that such the Inactive Subsidiary has no Accounts or Inventory included in the Borrowing Base and any functions of such Inactive Subsidiary has been transferred to another Borrower; or the same or similar terms and other license and distribution arrangements with respect to the same products entered into in the ordinary course of business or on commercially reasonable terms; (c) convey, sell, lease, sellsublease, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or a series of transactions, all or any part of its business assets (other than Inventory in the ordinary course of business), or propertythe Stock of any Subsidiary of Borrower, whether now owned or hereafter acquired, acquired except for transfers (i) as provided in Section 6.3(b) and (ii) that RTI may sell all or a portion of its property expressly permitted by the Loan Documents. Stock or assets of ATC upon thirty (c30) The Borrower shall not amend its Constituent Documents without days prior written notice to S&P Lender; (d) acquire by purchase or otherwise all or any substantial part of the business or assets of, or Stock or other evidence of beneficial ownership of, any Person except that Borrower shall be permitted to make such acquisitions to the extent the cash consideration for such acquisitions does not exceed $1,000,000 in any fiscal year and if Borrower complies with the Administrative Agent andprovisions of Section 6.8; (e) transfer, assign, convey or grant to any other Person the right to operate or control such Location, whether by lease, sublease, management agreement, joint venture agreement or otherwise; (f) without providing Lender with thirty (30) days’ prior written notice, change the jurisdiction of its organization or change its legal name; (g) suffer or permit to occur any Change in Control (except as expressly permitted in Section 6.4(b)), of Borrower unless the Obligations are fully repaid prior to the effectiveness thereof; (h) suffer or permit any change in the case organizational documents or governing documents of amendments Borrower, except for changes which do not change the capital structure of Borrower or otherwise do not effect the Lender’s rights and remedies hereunder or under the other Loan Documents (but Borrower shall deliver a copy of any such amendment to Lender promptly upon the adoption thereof); or (i) consent to or acknowledge any of the foregoing. Borrower agrees that would reasonably compliance with this Section 6.4 is a material inducement to Lender’s advancing credit under this Agreement. Borrower further agrees that in addition to all other remedies available to Lender, Lender shall be expected entitled to affect specific enforcement of the Lenders or covenants in this Section 6.4, including injunctive relief, to the Administrative Agent, the Administrative Agent’s prior written consentfull extent permitted by applicable Laws.

Restriction on Fundamental Changes. (a) The ASSET SALES AND --------------------------------------------------- ACQUISITIONS. ------------ No Borrower shall, nor shall not any Borrower permit any of its Subsidiaries to, alter the corporate, capital or legal structure of such Borrower or any of its Subsidiaries, or enter into any merger, transaction of merger or consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), discontinue its business or convey, leasesell, selllease or sublease (as lessor or sublessor), transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or a series of transactions, all or any part of its business business, property or propertyassets, whether now owned or hereafter acquired, except for transfers or acquire by purchase or otherwise all or substantially all of the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except: (i) each Borrower and its Subsidiaries may dispose of obsolete, worn out or surplus assets or assets no longer used or useful in the business of such Borrower and any of its Subsidiaries in each case to the extent made in the ordinary course of business, provided that either (i) such disposal does not materially adversely affect any portion of such Borrower's or such Subsidiary's business, as applicable, or (ii) prior to or within twelve months following such disposal, any such property expressly permitted shall be replaced with other property of substantially equal utility and a value at least substantially equal to that of the replaced property when first acquired and free from any security of any other Person, subject only to Permitted Liens, and by such removal and replacement such Borrower and its Subsidiaries shall be deemed to have subjected such replacement property to the Loan Documents.lien of the Collateral Documents in favor of the Secured Parties, as applicable; (cii) The each Borrower and its Subsidiaries may sell or otherwise dispose of assets in transactions that do not constitute "Asset Sales", provided that the consideration received for such assets shall not amend be in an amount at least equal to the fair market value thereof; and provided, further, that no Borrower nor any of its Constituent Documents without prior written notice Subsidiaries may lease or sublease to S&P and the Administrative Agent andother Persons any portion of such Borrower's or any of its Subsidiaries' interest in any of its Facilities, unless each such lease or sublease (a) is made in the case ordinary course of amendments business and is in connection with the provision of co-location services by any Borrower or any of its Subsidiaries and (b) does not interfere in any material respect with the ordinary conduct of the business of any Borrower or any of its Subsidiaries; or (iii) any Borrower or any of its Subsidiaries may sell, transfer, lease or dispose of telecommunications capacity on the System, provided, that each such sale, transfer, lease or disposition is on commercially reasonable terms and is in the ordinary course of business (as reasonably determined by any such Borrower or any such Subsidiary). Notwithstanding the foregoing provisions of this Section 6.7., each of the ------------ clauses in this Section 6.7. shall be subject to the additional proviso that no ------------ Event of Default or Potential Event of Default shall exist and be continuing at the time of such transaction or would reasonably be expected to affect occur as a result of entering into such transaction (or immediately after any renewal or extension thereof at the Lenders option of any Borrower or any of its Subsidiaries). Further, the proceeds or the Administrative Agent, Net Asset Sale Proceeds of any lease or transaction of the Administrative Agent’s prior written consent.nature described in each of the clauses to this Section 6.7. shall be applied in accordance with the ------------ provisions of Section 2.5.C. -------------

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such Enter into any transaction of merger or consolidation or reorganizationconsolidation; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution); (iii) convey, discontinue its business or conveysell, lease, sellsublease, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or a series of transactions, all or any substantial part of its business or propertyassets, or the capital stock of any of its Subsidiaries, whether now owned or hereafter acquired; provided, except for transfers however, that (1) any Borrower may merge or consolidate with, or convey, sell or transfer all or substantially all of its property expressly permitted by assets to, any other Borrower; (2) any Inactive Subsidiary may be liquidated, wound-up or dissolved into any other Subsidiary of a Holding Party or a Borrower; and (3) the Loan DocumentsUniforce Acquisition shall be consummated in accordance with and subject to the terms and conditions of the Uniforce Acquisition Documents on the Closing Date or within ten (10) Business Days thereafter in accordance with the condition set forth in Section 3.1(J) (or, if applicable, within three (3) Business Days thereafter in accordance with the proviso set forth therein). (cB) The Acquire by purchase or otherwise, all or any substantial part of the business or assets of, or stock or other evidence of beneficial ownership of, any Person; provided, however, that so long as: (i) no Default or Event of Default has occurred and is continuing before and after giving effect thereto; (ii) the Fanning Cash Pledge Agreement has been terminated and the amount pledged thereunder released in full; and (iii) the Cash Dominion Arrangement (as defined in Section 5.6) is in effect, any Borrower (or any Holding Party, so long as contemporaneously therewith, all assets so acquired are transferred to one or more Borrowers), may acquire all or substantially all of the assets of any Person (in each case, a "Permitted Acquisition"); provided that each Permitted Acquisition shall be subject to the satisfaction of the condition precedent that the Unused Availability shall be not amend its Constituent Documents less than $15,000,000 without giving effect to the proposed Permitted Acquisition for the ninety (90) day period preceding the consummation thereof (but not less than $12,500,000 at any time during such period) and to the satisfaction of each of the following additional conditions precedent: (1) Agent shall receive not less than fifteen (15) Business Days' prior written notice to S&P of such proposed Permitted Acquisition, which notice shall include a reasonably detailed description of such proposed Permitted Acquisition; (2) such Permitted Acquisition shall only be of those assets of a Target which are located solely in the United States and comprising a business, or those assets of a business, of the type engaged in by Borrowers as of the Closing Date, including, without limitation, the temporary personal services business, the consulting placement business and the Administrative staffing services business, and which business would not subject Agent andor any Lender to regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any other Loan Documents; (3) such Permitted Acquisition shall be consensual and shall have been approved by the Target's board of directors; (4) the business and assets of the Target acquired in such Permitted Acquisition shall be acquired free and clear of all Liens (other than Permitted Encumbrances); (5) no Indebtedness, contingent obligations or other liabilities shall be incurred or assumed in connection with such Permitted Acquisition, except (x) Loan advances, (y) ordinary course trade payables, accrued expenses and Indebtedness of Target assumed in connection therewith to the extent permitted to be incurred by Borrowers pursuant to subsection 7.1 and (z) Indebtedness incurred in connection therewith to the extent permitted to be incurred by Borrowers pursuant to subsection 7.1; (6) on or prior to the date thereof, Agent will be granted a first and prior perfected security interest (subject to Permitted Encumbrances) in all assets being acquired pursuant to such Permitted Acquisition, and Holdings and Borrowers shall have executed such documents and taken such actions as may be required by Agent in connection therewith; (7) Borrowers shall have delivered to Agent, in form and substance satisfactory to Agent: (i) pro forma balance sheets of Holding Parties, Borrowers and their respective Subsidiaries (the case "Acquisition Pro Forma") on a consolidated basis, based on financial data as of amendments a recent date, which shall be complete and shall accurately and fairly represent the assets, liabilities, financial condition and results of operations of Holding Parties, Borrowers and their respective Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted Acquisition and the funding of all Loans in connection therewith, and the Acquisition Projections (as hereinafter defined) shall reflect that Unused Availability for the 90-day period following the consummation of such Permitted Acquisition will exceed $15,000,000 on a pro forma basis (giving effect to such Permitted Acquisition and the Eligible Accounts [to the extent the Accounts to be acquired have been audited by Agent to confirm their status as Eligible Accounts] that would reasonably be expected acquired in connection therewith, and all Loans funded in connection therewith as if made on the first day of such period); (ii) updated versions of the most recently delivered projections covering the one (1) year period commencing on the date of such Permitted Acquisition and otherwise prepared in accordance with subsections 4.3 and 4.17 (the "Acquisition Projections") and based upon historical financial data of a recent date satisfactory to affect the Lenders or the Administrative Agent, taking into account such Permitted Acquisition; provided, that Acquisition Projections for any Permitted Acquisition for which the Administrative total consideration therefor does not exceed $500,000 may be limited to projected revenues and EBITDA for such one year period; and (iii) a certificate of the chief financial officer of each Holding Party and each Borrower to the effect that: (I) each Borrower (after taking into consideration all rights of contribution and indemnity such Borrower has against each Holding Party and each other Subsidiary of Holding Parties) will be solvent (as represented by Borrowers in subsection 4.17) upon the consummation of the transaction contemplated by the Permitted Acquisition; (II) the Acquisition Pro Forma fairly presents the financial condition of Holding Party and Borrowers (on a consolidated basis) as of the date hereof after giving effect to the transactions contemplated by such Permitted Acquisition; (III) the Acquisition Projections are good faith estimates, based on assumptions believed at the date of such certificate in good faith to be reasonable, of the future financial performance of Holding Parties and Borrowers subsequent to the date thereof based upon the historical performance and the projected future financial performance of Holding Parties and Borrowers; and (IV) Holding Parties and Borrowers have completed their due diligence investigation with respect to the Target and such Permitted Acquisition, which investigation was conducted in a manner similar to that which would have been conducted by a prudent purchaser of a comparable business and the results of which investigation were acceptable to Holding Parties and Borrowers; (8) on or prior to the date of such Permitted Acquisition, Agent shall have received, in form and substance satisfactory to Agent’s prior written consent, all collateral and security documents, opinions, certificates, lien search results and other documents reasonably requested by Agent to evidence compliance with the foregoing provisions of this subsection 7.6(B); and (9) the total Acquisition Costs payable in connection with such Permitted Acquisition plus the sum of all Acquisition Costs paid in connection with previous Permitted Acquisitions shall not exceed $60,000,000. (C) Should Borrower Representative request Agent's consent to an acquisition which would not otherwise qualify as a Permitted Acquisition, Agent agrees to use its best efforts to communicate its response to Borrower Representative in a reasonably prompt manner, it being understood that Agent shall have no obligation to consent to any such acquisition and no failure or delay on the part of Agent in the delivery of such response shall be construed to be a consent to such acquisition.

Restriction on Fundamental Changes. (aA) The Borrower shall not enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law and unlesswill not: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger amend, modify or consolidation waive in any material respect any term or reorganization complies with this Section 5.10(a)provision of its Organizational Documents, (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), discontinue its business ; or convey, lease(3) issue, sell, transfer assign, pledge (except to secure the Additional Credit Facility or other Permitted Indebtedness for money borrowed or Indebtedness of the Subsidiaries of the Borrower that are non-recourse to the Borrower, except to the extent of the ownership interests in such Subsidiary that are pledged by the Borrower), convey, dispose or otherwise dispose ofencumber any stock, including by way of division beneficial or other ownership interests or grant any disposition of property to any Delaware LLC formed upon the consummation of options, warrants, purchase rights or other similar agreements or understandings with respect thereto (each, a Delaware LLC Division“Fundamental Change”), in one transaction or series each case, if the effect of transactions, all or any part of its business or property, whether now or hereafter acquiredwhich would result in a Material Adverse Effect, except in connection with a Qualified Public Offering or a Qualified Sale Transaction. Notwithstanding the foregoing, Borrower shall be required to provide Lender prior notice of any such Fundamental Change and any a copy of any documentation related thereto for transfers of its property expressly permitted by the Loan DocumentsLender’s review and approval. (cB) The Borrower shall have the right to establish Subsidiaries, provided that Borrower may not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, make net capital contributions in the case aggregate to all of amendments that would reasonably be expected such Subsidiaries (whether in existence or formed after the date hereof) in excess of $2,000,000 (such contributions not to affect include any contributions made by the Lenders or Borrower as permitted under the Administrative Agent, definition of “Permitted Subsidiary Formation”) without the Administrative Agent’s prior written consentconsent of Lender. Borrower will not make any Investments in any other Person other than as described in the preceding sentence and Permitted Investments.

Restriction on Fundamental Changes. (aA) The Borrower shall not enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such Enter into any transaction of merger or consolidation or reorganizationconsolidation; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution); (iii) convey, discontinue its business or conveysell, lease, sellsublease, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or a series of transactions, all or any substantial part of its business or propertyassets, or the capital stock of any of its Subsidiaries, whether now owned or hereafter acquired; provided, except for transfers however, that (1) any Borrower may merge or consolidate with, or convey, sell or transfer all or substantially all of its property expressly permitted by the Loan Documentsassets to, any other Borrower; and (2) any Inactive Subsidiary may be liquidated, wound-up or dissolved into any other Subsidiary of a Borrower. (cB) The Borrower Acquire by purchase or otherwise, all or any substantial part of the business or assets of, or stock or other evidence of beneficial ownership of, any Person; provided, however, that so long as: (i) no Default or Event of Default has occurred and is continuing before and after giving effect thereto; and (ii) the Cash Dominion Arrangement (as defined in subsection 5.6) is in effect, any Borrower, may acquire all or substantially all of the assets of any Person (in each case, a "Permitted Acquisition"); provided that each Permitted Acquisition shall be subject to the satisfaction of the condition precedent that the Unused Availability shall be not amend its Constituent Documents less than $15,000,000 without giving effect to the proposed Permitted Acquisition for the ninety (90) day period preceding the consummation thereof and to the satisfaction of each of the following additional conditions precedent: (1) Administrative Agent shall receive not less than fifteen (15) Business Days' prior written notice to S&P of such proposed Permitted Acquisition, which notice shall include a reasonably detailed description of such proposed Permitted Acquisition; (2) such Permitted Acquisition shall only be of those assets of a Target which are located solely in the United States and comprising a business, or those assets of a business, of the type engaged in by Borrowers as of the Closing Date, including, without limitation, the temporary personal services business, the consulting placement business and the staffing services business, and which business would not subject any Agent or any Lender to regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any other Loan Documents; (3) such Permitted Acquisition shall be consensual and shall have been approved by the Target's board of directors; (4) the business and assets of the Target acquired in such Permitted Acquisition shall be acquired free and clear of all Liens (other than Permitted Encumbrances); (5) no Indebtedness, contingent obligations or other liabilities shall be incurred or assumed in connection with such Permitted Acquisition, except (x) loan advances, (y) ordinary course trade payables, accrued expenses and Indebtedness of Target assumed in connection therewith to the extent permitted to be incurred by Borrowers pursuant to subsection 7.1 and (z) Indebtedness incurred in connection therewith to the extent permitted to be incurred by Borrowers pursuant to subsection 7.1; (6) on or prior to the date thereof, Administrative Agent andwill be granted a first and prior perfected security interest (subject to Permitted Encumbrances) in all assets being acquired pursuant to such Permitted Acquisition, and Borrowers shall have executed such documents and taken such actions as may be required by Administrative Agent in the case of amendments that would reasonably be expected connection therewith as contemplated by subsection 5.12; (7) Borrower Representative shall have delivered to affect the Lenders or the Administrative Agent, the in form and substance satisfactory to Administrative Agent’s : (i) pro forma balance sheets of CC and its Subsidiaries (the "Acquisition Pro Forma") on a consolidated basis, based on financial data as of a recent date, which shall be complete and shall accurately and fairly represent the assets, liabilities, financial condition and results of operations of, CC and its Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted Acquisition and the funding of all Loans in connection therewith, and the Acquisition Projections (as hereinafter defined) shall reflect that Unused Availability for the 90-day period following the consummation of such Permitted Acquisition will exceed $15,000,000 on a pro forma basis (giving effect to such Permitted Acquisition and the Eligible Accounts that would be acquired in connection therewith, and all Loans funded in connection therewith as if made on the first day of such period); (ii) updated versions of the most recently delivered projections covering the one (1) year period commencing on the date of such Permitted Acquisition and otherwise prepared in accordance with subsections 4.3 and 4.19 (the "Acquisition Projections") and based upon historical financial data of a recent date satisfactory to Administrative Agent, taking into account such Permitted Acquisition provided, that Acquisition Projections for any -------- Permitted Acquisition for which total consideration therefor does not exceed $500,000 may be limited to projected revenues and EBITDA for such one year period; and (iii) a certificate of a Responsible Officer of each Loan Party to the effect that: (I) each Loan Party (after taking into consideration all rights of contributions and indemnity such Loan Party has against each Holding Party and each other Subsidiary of Holding Parties) will be solvent (as represented in subsection 4.18) upon the consummation of the transaction contemplated by the Permitted Acquisition; (II) the Acquisition Pro Forma fairly presents the financial condition of CC and its Subsidiaries (on a consolidated basis) as of the date thereof after giving effect to the transactions contemplated by such Permitted Acquisition; (III) the Acquisition Projections are good faith estimates, based on assumptions believed at the date of such certificate in good faith to be reasonable, of the future financial performance of CC and its Subsidiaries subsequent to the date thereof based upon the historical performance and the projected future financial performance of CC and its Subsidiaries; and (IV) the Loan Parties have completed their due diligence investigation with respect to the Target and such Permitted Acquisition, which investigation was conducted in a manner similar to that which would have been conducted by a prudent purchaser of a comparable business and the results of which investigation were acceptable to the Loan Parties; (8) on or prior written consentto the date of such Permitted Acquisition, Administrative Agent shall have received, in form and substance satisfactory to Administrative Agent, all collateral and security documents, opinions, certificates, lien search results and other documents reasonably requested by Administrative Agent to evidence compliance with the foregoing provisions of this subsection 7.6(B) and subsection 5.12; and (9) the total Acquisition Costs payable in connection with such Permitted Acquisition plus the sum of all Acquisition Costs paid in connection with previous Permitted Acquisitions shall not exceed $30,000,000. (C) Should Borrower Representative request Administrative Agent's consent to an acquisition which would not otherwise qualify as a Permitted Acquisition, Administrative Agent agrees to use its best efforts to communicate its response to Borrower Representative in a reasonably prompt manner, it being understood that Administrative Agent shall have no obligation to consent to any such acquisition and no failure or delay on the part of Administrative Agent in the delivery of such response shall be construed to be a consent to such acquisition.

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any mergermerger or, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such mergermerger or, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower 726098183 61 730008998.8 17559657 61 stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any merger, merger or consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; Borrower is the surviving entity, (ii) the entity which is merged into Borrower shall be is predominantly in the commercial real estate business, (iii) the creditworthiness of the surviving entity; (iii) S&P shall have been notified in writing of 's long term unsecured debt or implied senior debt, as applicable, is not lower than Borrower's creditworthiness two months immediately preceding such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) in the case of any merger where the then fair market value of the assets of the entity which is merged into the Borrower shall have delivered to each is (a) fifteen percent (15%) or more of the Borrower's then Combined Asset Value, the Lead Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a)Managing Co-Agent consent thereto in writing, (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) thirty-five percent (35%) or more of the Borrower's then Combined Asset Value, the Required Banks consent thereto in writing. The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or substantially all of its (b) The Borrower shall not amend its articles of incorporation, by-laws, or other organizational documents in any part of its business or propertymanner that would have a Material Adverse Effect without the Lead Agent's consent, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documentswhich shall not be unreasonably withheld. (c) The Borrower shall not amend deliver to Lead Agent copies of all amendments to its Constituent Documents without prior written notice to S&P and articles of incorporation, by-laws, or other organizational documents no less than ten (10) days after the Administrative Agent and, in the case effective date of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consentany such amendment.

Restriction on Fundamental Changes. (a) The Borrower shall not, and shall not permit any of its Subsidiaries to, in a single transaction or through a series of related transactions, enter into any merger, merger or consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any substantial part of its business or property, whether now or hereafter acquired, except for transfers (i) dispositions of assets or property not otherwise expressly prohibited hereunder, including any dispositions permitted under the BNY Senior Credit Agreement and (ii) any direct or indirect wholly-owned Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any other direct or indirect wholly-owned Subsidiary of the Borrower in a transaction in which no Person other than the Borrower or its direct or indirect wholly-owned Subsidiaries receives any consideration, PROVIDED that immediately following such transaction, the Agent shall have a perfected security interest in all of the assets and properties which were Collateral prior to such transaction, and such security interest in such Collateral (other than the stock of a corporation which was not a survivor of a merger) shall be of the same priority (subject to the BNY Intercreditor Agreement) as existed prior to such transaction, and the survivor of such transaction shall execute and deliver any Security Documents requested by the Agent, and (ii) pursuant to any Permitted Organizational Changes, PROVIDED that (x) no Permitted Organizational Change shall take place during the continuance of a Default or an Event of Default, and (y) prior to the occurrence of any Permitted Organizational Change, the Borrower shall deliver to the Agent an officer's certificate in the form of Exhibit 7.3(a). (b) Except as set forth in Section 7.7, the Borrower shall not, and shall not permit any of its Subsidiaries to, (i) acquire by purchase or otherwise any property expressly or assets of, or stock or other evidence of beneficial ownership of, any Person, except purchases of inventory, equipment, materials and supplies in the ordinary course of the Borrower's or such Subsidiary's business, (ii) during the continuance of any Default or Event of Default, create any Subsidiary, or (iii) enter into any partnership or joint venture, except in the case of (iii), as permitted by the Loan DocumentsBNY Senior Credit Agreement. (c) The Borrower shall not, and shall not permit any of its Subsidiaries to, amend its Constituent Documents without prior written notice certificate of incorporation or by-laws, PROVIDED that so long as no Default or Event of Default has occurred and is continuing, the Borrower and its Subsidiaries may make changes to S&P their respective certificates of incorporation and the Administrative Agent andbylaws other than those changes which, individually or in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agentaggregate, the Administrative Agent’s prior written consentcould have a Material Adverse Effect.

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any merger, consolidation, division merger or other consolidation or reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division merger or other consolidation or reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.

Restriction on Fundamental Changes. Neither the Borrower nor any of its Subsidiaries will: (a) The Borrower shall not amend, modify or waive any term or provision of its articles of incorporation, by-laws or organizational documents unless required by law; (b) enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such transaction of merger or consolidation or reorganizationconsolidation; (iic) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution); (d) convey, discontinue its business or conveysell, lease, sellsublease, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or a series of transactions, all or any substantial part of its business or propertyassets, or the capital stock of, or other equity interests in, any of its Subsidiaries, whether now owned or hereafter acquired; or (e) acquire by purchase or otherwise all or any substantial part of the business or assets of, except for transfers or stock or other evidence of beneficial ownership of, any Person, except: (i) the Loan Parties may enter into transactions contemplated by the Acquisition Documents and may consummate the Acquisition; (ii) the Borrower and its Subsidiaries may make Capital Expenditures permitted under Section 6.1 and Investments permitted under Section 7.3; and (iii) any -66- 76 Subsidiary of the Borrower may be merged with or into the Borrower (provided that the Borrower is the surviving entity and no Default or Event of Default exists or will occur by reason of such merger) or any other Subsidiary of the Borrower. Further, the Borrower shall not issue or sell any Securities of the Borrower to any Person other than: (a) the issuance of the Warrant and the Stratford Warrant; (b) the issuance and sale of its property expressly permitted by the Loan Documents. Class A Common Stock pursuant to an Initial Public Offering; and (c) The Borrower issuances of common stock (including up to 5% of the issued and outstanding shares thereof pursuant to a management stock option plan or other employee stock ownership plan) which shall not amend its Constituent Documents without prior written notice constitute or give rise to S&P an Event of Default under Section 8.1(S) hereof and the Administrative Agent andwhich, in any event, do not provide for any stated or guaranteed return or any mandatory redemption or retirement provision or put right on any date prior to the case date 91 days after the payment in full of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consentall Obligations.

Restriction on Fundamental Changes. (a) The Borrower shall not, and shall not permit any of its Subsidiaries (except pursuant to the Merger) to, enter into any merger, merger or consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part substantially all of its the property of the Borrower, or, in the case of a Subsidiary of the Borrower, the business or propertyproperty of the Borrower and its Subsidiaries taken as a whole, whether now or hereafter acquired, except for transfers of its property expressly ; provided that any such merger or consolidation shall be permitted by if (i) the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and be the Administrative Agent and, continuing corporation (in the case of amendments that would reasonably be expected to affect the Lenders a merger or consolidation), or the Administrative Agentsuccessor, if other than the Borrower, shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and such corporation shall expressly assume to the satisfaction of the Agent the due and punctual performance and observance of all of the covenants and obligations contained in this Bridge Agreement and the Notes to be performed by the Borrower, (ii) immediately after giving effect to such merger or consolidation, no Default shall have occurred and be continuing, and (iii) on the effective date of any such merger or consolidation occurring on or after the Effective Date, the Administrative covenant contained in Section 5.03, calculated on a pro forma basis with respect to the twelve month period ending on such date, after giving effect to such merger or consolidation with respect to the Borrower or other obligor for the Advances and other obligations hereunder, shall be satisfied; and provided, further that any majority-owned Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any other majority-owned Subsidiary of the Borrower. Pro forma compliance with Section 5.03 shall be determined in a manner which includes appropriate adjustments to Consolidated Interest Expense and Consolidated EBT, including, without limitation, adjustments designed to reflect indebtedness incurred in connection with or in contemplation of such merger or consolidation and interest expense for the twelve month period ending on the date of such determination in respect thereof, and shall be demonstrated to the reasonable satisfaction of the Agent’s prior written consent.

Restriction on Fundamental Changes. (a) The Borrower Neither RAIT OP, RAIT SPE nor any SPE Subsidiary shall enter into any merger or consolidation without the prior written consent of the Required Lenders, which consent may be withheld by the Required Lenders in their respective sole and absolute discretion. RAIT shall not enter into any merger, consolidation, division merger or other reorganization, consolidation unless permitted by applicable law and unless: (i) RAIT is the Majority Lenders have provided their surviving entity, (ii) the nature of RAIT's business following such merger or consolidation shall remain substantially the same as the nature of RAIT's business immediately prior written consent to such merger or consolidation or reorganization; consolidation, (iiiii) the Borrower shall be RAIT, as the surviving entity; (iii) S&P shall have been notified in writing , shall, at the time of such merger or consolidation and at all times thereafter, be and remain in compliance with all of the terms and conditions of this Agreement including, without limitation, the Financial Covenants set forth in Section 5.8, (iv) at the time of such merger or reorganization and consolidation, RAIT shall deliver to the Rating Condition is satisfied Administrative Agent a fully completed Continuing Compliance Certificate, together with a proforma (with respect to the four (4) consecutive calendar quarters immediately following such mergermerger or consolidation) cash flow and Financial Covenant compliance projection, consolidationin form, division content and detail reasonably acceptable to the Administrative Agent, (v) RAIT, as the surviving entity, shall execute and deliver to the Administrative Agent at the time of such merger or consolidation a ratification and reaffirmation of all its Obligations under this Agreement and the other reorganization; Loan Documents, in form, content and detail acceptable to the Administrative Agent, (ivvi) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; continuing at the time of such merger or consolidation, and (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1vii) such merger or consolidation or reorganization complies shall be accomplished in accordance with this Section 5.10(a)all terms, (2) all conditions precedent in this Section 5.10(a) relating and restrictions being imposed thereon by the Securities and Exchange Commission and/or any other applicable regulatory agency having jurisdiction with respect to such transaction have been complied with and (3) such transaction shall not cause the Borrower merger or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agentsconsolidation. (b) The Borrower RAIT shall not liquidateamend its trust agreement, wind-up bylaws or dissolve (other organizational documents so as to change the purpose or suffer any liquidation or dissolution)business of RAIT without the Administrative Agent's consent, discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documentswhich shall not be unreasonably withheld. (c) The Borrower RAIT OP shall not amend its Constituent Documents partnership agreement or other organizational documents in any manner which could have a Material Adverse Effect. (d) Neither RAIT SPE nor any SPE Subsidiary shall amend its limited liability company agreement or other organizational documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent's consent, which shall not be unreasonably withheld. (e) Each Borrower shall deliver to Administrative Agent copies of all amendments to its trust agreement, articles of incorporation, by-laws, limited liability company agreement or other organizational documents, as applicable, no less than ten (10) Domestic Business Days after the Administrative Agent’s prior written consenteffective date of any such amendment.

Restriction on Fundamental Changes. Borrower shall not: (a) The Borrower shall not enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such transaction of merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents.; (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution); (c) convey, discontinue its business or conveysell, lease, sellsublease, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or a series of transactions, any of its assets (other than sale of inventory or obsolete equipment in the ordinary course of business or as otherwise required under Section 5.39 hereof), or the Stock of any Subsidiary of Borrower, whether now owned or hereafter acquired; (d) acquire by purchase or otherwise all or any substantial part of its the business or propertyassets of, or Stock or other evidence of beneficial ownership of, any Person (other than as otherwise required under Section 5.39 hereof); (e) transfer, assign, convey or grant to any other Person the right to operate or control such Location, whether now by lease, sublease, management agreement, joint venture agreement or hereafter acquiredotherwise (other than as otherwise required under Section 5.39 hereof); (f) without providing Lender with thirty (30) days’ prior written notice, except for transfers change the jurisdiction of its property expressly permitted by the Loan Documents.organization or change its legal name; (cg) The Borrower shall not amend its Constituent Documents without prior written notice suffer or permit to S&P and the Administrative Agent and, occur any change in the case legal or beneficial ownership of amendments that would reasonably be expected to affect the Lenders capital stock, partnership interests or membership interests, or in the Administrative Agentcapital structure, or any material change in the Administrative Agentorganizational documents or governing documents, of Borrower, without Lender’s prior written consent, Borrower hereby acknowledging that any change in the organizational documents or governing documents of Borrower prohibited by Section 6.4(a) or (f) hereof shall be deemed material; (h) suffer or permit to occur any pledge, assignment or hypothecation of or Lien or encumbrance on any of the legal or beneficial equity interests in the Borrower; (i) [reserved]; (j) except as otherwise required by Section 5.39 hereof, change the licensed operator, manager or property manager for any Real Property without Lender’s prior written consent, which consent may be given or withheld in Lender’s sole and absolute discretion (and any purported assignment shall be void); or (k) consent to or acknowledge any of the foregoing. Borrower agrees that compliance with this Section 6.4 is a material inducement to Lender’s advancing credit under this Agreement. Borrower further agrees that in addition to all other remedies available to Lender, Lender shall be entitled to specific enforcement of the covenants in this Section 6.4, including injunctive relief.

Restriction on Fundamental Changes. (a) The Borrower shall not enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “”investment companycompany ”” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.

Restriction on Fundamental Changes. (a) The Borrower shall not, and shall not permit any other Covered Party to, enter into any merger, consolidation, division merger or other reorganizationconsolidation without obtaining the prior written consent thereto of the Required Banks, unless permitted by applicable law and unless: (i) in the Majority Lenders have provided their prior written consent to case of any such merger or consolidation or reorganization; involving (x) the Borrower, the Borrower is the surviving entity (regardless of whether a Covered Subsidiary is involved) and (y) any other Covered Subsidiary, a Covered Subsidiary is the surviving entity (which surviving entity must be a Pledged Subsidiary if a Pledged Subsidiary is involved) and (ii) in each case, the same will not result in the occurrence of a Material Default or an Event of Default. The Borrower shall be the surviving entity; (iii) S&P shall have been notified not, and, except in writing of such connection with a merger or consolidation or reorganization and permitted in the Rating Condition is satisfied with respect to such mergerpreceding sentence, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the feespermit any other Covered Subsidiary to, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part substantially all of its business or property, whether now or hereafter acquired, except for transfers other than to the Borrower or to any Covered Subsidiary (and if involving a Pledged Subsidiary, to another Pledged Subsidiary) or in connection with any sale of all or substantially all of its property expressly permitted by the Loan Documentsassets or any payment or prepayment in full or other monetization in full of its assets. (cb) The Borrower shall not, and shall not permit any other Covered Party to, amend its Constituent Documents without prior written notice to S&P and the Administrative Agent andarticles of incorporation, bylaws, or other organizational documents in the case of amendments any manner that would reasonably be expected materially adverse to affect the Lenders or Banks without the Administrative Agent, the Administrative Agent’s prior written Required Banks’ consent.

Restriction on Fundamental Changes. Neither any Borrower nor any other Loan Party will: (a) The Borrower shall not enter into any mergertransaction of merger or consolidation; (b) liquidate, consolidationwind-up or dissolve itself (or suffer any liquidation or dissolution), division except that SDI shall cease operations as promptly as practicable; (c) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire by purchase or otherwise all or any substantial part of the business or assets of, or stock or other reorganizationevidence of beneficial ownership of, unless permitted by applicable law and unless: any Person, except that any Borrower may acquire assets from another Person pursuant to a Bulk Contract Purchase so long as (i) at the Majority Lenders have provided their prior written consent to time of any such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization transaction and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transactionthereto, no Default or Event of Default shall have occurred and be continuing; (vii) the Borrower applicable Seller shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent agreed in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral writing to be required bound by a guarantee or replacement clause substantially similar to register as an “investment company” under the Investment Company Actthat set forth in Schedule 7.6; and (viiii) the fees, costs and expenses Lender shall have completed such due diligence in respect of the Agents portfolio of Contracts to be acquired pursuant to such Bulk Contract Purchase (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of related such transactions, all or any part of ) as it may request and Lender shall have given its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted prior written consent to the consummation thereof by the Loan Documents. applicable Borrower, such consent not to be unreasonably withheld or delayed; provided that the requirements of this clause (ciii) The Borrower shall need not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, be satisfied in the case of amendments that would reasonably be expected (A) any such Bulk Contract Purchase (or series of related such transactions) which is for an aggregate amount of $250,000 or less, or (B) any such Bulk Contract Purchase (or series of related such transactions) which is for an aggregate amount in excess of $250,000 but equal to affect or less than $500,000, if the Lenders average initial term of the Contracts included in such Bulk Contract Purchase is 36 months or the Administrative Agent, the Administrative Agent’s prior written consentmore.

Restriction on Fundamental Changes. (aA) The Borrower shall not enter Enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such transaction of merger or consolidation or reorganizationconsolidation; (iiB) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution); (C) convey, discontinue its business or conveysell, lease, sellsublease, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or a series of transactions, all or any substantial part of its business or propertyassets, or the capital stock of any of its Subsidiaries, whether now owned or hereafter acquired; or (D) acquire by purchase or otherwise all or any substantial part of the business or assets of, or stock or other beneficial ownership of, any Person. Notwithstanding the foregoing, Borrower may acquire all or substantially all of the assets or equity securities of any Person (the "Target") (in each case, a "Permitted Acquisition") subject to the satisfaction of each of the following conditions: (1) Agent shall receive at least 10 Business Days' prior written notice of such proposed Permitted Acquisition, which notice shall include a reasonably detailed description of such proposed Permitted Acquisition; (2) such Permitted Acquisition shall only involve assets located in the United States and comprising a business, or those assets of a business, of a similar type engaged in by Obligors as of the Closing Date, and which business would not subject Agent or any Lender to regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any other Loan Documents other than approvals applicable to the exercise of such rights and remedies with respect to Obligors prior to such Permitted Acquisition; (3) such Permitted Acquisition shall be consensual and shall have been approved by the Target's board of directors; (4) no additional Indebtedness, Contingent Obligations or other liabilities shall be incurred, assumed or otherwise be reflected on a consolidated balance sheet of Obligor and Target after giving effect to such Permitted Acquisition, except (A) Loans made hereunder, (B) ordinary course trade payables, accrued expenses and unsecured Indebtedness of the Target to the extent no Default or Event of Default has occurred and is continuing or would result after giving effect to such Permitted Acquisition and (C) Indebtedness permitted under Section 7.1(o); (5) [Intentionally Omitted]; (6) [Intentionally Omitted]; (7) the business and assets acquired in such Permitted Acquisition shall be free and clear of all Liens (other than Permitted Encumbrances); (8) at or prior to the closing of any Permitted Acquisition, Agent will be granted a first priority perfected Lien (subject to Permitted Encumbrances) in all assets acquired pursuant thereto or in the assets and equity securities of the Target, and Holdings and Obligor and the Target shall have executed such documents and taken such actions as may be required by Agent in connection therewith; (9) at the time of such Permitted Acquisition (before and after given effect to such Permitted Acquisition and all Loans funded in connection therewith), Excess Availability shall exceed $10,000,000; (10) Within five (5) Business Days following delivery of the notice referred to in clause (1) above, Borrower shall have delivered to Agent, in form and substance reasonably satisfactory to Agent: (a) a pro forma consolidated balance sheet, income statement and cash flow statement of Holdings and its Subsidiaries (the "Acquisition Pro Forma"), based on recent financial statements, which shall be complete and shall fairly present in all material respects the assets, liabilities, financial condition and results of operations of Holdings and its Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted Acquisition and the funding of all Loans in connection therewith, and such Acquisition Pro Forma shall reflect that average daily Excess Availability for transfers the 30-day period preceding the consummation of its property expressly permitted by such Permitted Acquisition would have exceeded $10,000,000 on a pro forma basis (after giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the Loan Documents.first day of such period) and the Acquisition Projections (as hereinafter defined) shall reflect that such Excess Availability of $10,000,000 shall continue for at least 30 days after the consummation of such Permitted Acquisition and on a pro forma basis, no Event of Default has occurred and is continuing or would result after giving effect to such Permitted Acquisition and Borrower would have been in compliance with the financial covenants set forth in the Financial Covenants Rider recomputed for the twelve month period ending on the last day of the most recent fiscal quarter for which Agent has received the monthly financial statements required to be delivered pursuant to PARAGRAPH A of the Reporting Rider (after giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day of such period); (b) updated versions of the most recently delivered Projections covering the 1 year period commencing on the date of such Permitted Acquisition and otherwise prepared in accordance with the Projections (the "Acquisition Projections") and based upon historical financial data of a recent date reasonably satisfactory to Agent, taking into account such Permitted Acquisition; and (c) The a certificate of the chief financial officer of Borrower on behalf of Borrower to the effect that: (w) the Parties will be Solvent upon the consummation of the Permitted Acquisition; (x) the Acquisition Pro Forma fairly presents the financial condition of Holdings and its Subsidiaries (on a consolidated basis) as of the date thereof after giving effect to the Permitted Acquisition; (y) the Acquisition Projections are reasonable estimates of the future financial performance of Holdings and its Subsidiaries subsequent to the date thereof based upon the historical performance of Holdings and its Subsidiaries and the Target and show that Holdings and its Subsidiaries shall continue to be in compliance with the financial covenants set forth in the Financial Covenants Rider for the 1 year period thereafter; and (z) Holdings and its Subsidiaries have completed their due diligence investigation with respect to the Target and such Permitted Acquisition, which investigation was conducted in a manner similar to that which would have been conducted by a prudent purchaser of a comparable business and the results of which investigation were delivered to Agent and Lenders; (11) on or prior to the date of such Permitted Acquisition, Agent shall have received, in form and substance reasonably satisfactory to Agent, environmental assessments satisfactory to Agent, copies of the acquisition agreement and related agreements and instruments, and all opinions, certificates, lien search results and other documents reasonably requested by Agent, including any landlord waivers requested by Agent; and (12) at the time of such Permitted Acquisition and after giving effect thereto, no Default or Event of Default has occurred and is continuing. Notwithstanding the foregoing, the Accounts and Inventory of Target shall not amend its Constituent Documents without prior written notice be included in Eligible Accounts and Eligible Inventory unless Agent shall have received the reports, listings and agings set forth in CLAUSE (G) of the Reporting Rider with respect to S&P and Target. 3.10 CLAUSE (d) of SUBSECTION 7.8 of the Administrative Agent and, in the case of amendments that would reasonably be expected Loan Agreement is hereby amended to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.read as follows:

Restriction on Fundamental Changes. Neither any Borrower nor any other Loan Party will: (a) The Borrower shall not enter into any mergertransaction of merger or consolidation; (b) liquidate, consolidationwind-up or dissolve itself (or suffer any liquidation or dissolution), division except that SDI shall cease operations as promptly as practicable (and, if such operations are not ceased and SDI is not dissolved on or other reorganizationprior to June 30, unless permitted by applicable law 1998, New Guardian shall execute and unless: deliver a pledge agreement, in form and substance satisfactory to Lender, pledging all of the issued and outstanding capital stock of SDI to Lender as additional collateral securing the Obligations); (c) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or issue, sell or dispose of any of its capital stock or the capital stock of any of its Subsidiaries, whether now owned or hereafter acquired, except that (i) New Guardian may issue and sell shares of its Class A Common Stock to Westar prior to the Majority Lenders have provided their Third Amendment Effective Date in accordance with the terms of the Westar Equity Documents so long as prior to such sale, New Guardian had received the written consent to such merger or consolidation or reorganization; of Lender, (ii) New Guardian may issue and sell shares of its Preferred Stock to Westar after the Borrower shall be Third Amendment Effective Date in accordance with the surviving entity; terms of the Westar Equity Documents, and (iii) S&P shall have been notified subsequent to the Third Amendment Effective Date, New Guardian may issue shares of its Preferred Stock to Westar in writing lieu of the payment of cash dividends on its Preferred Stock owned by Westar, or may issue shares of its Class A Common Stock to Westar upon the conversion of its Preferred Stock held by Westar, in either case so long as such merger issuance in lieu of dividends or consolidation conversion is consummated and effected in accordance with the terms of the Westar Equity Documents; or reorganization and (d) acquire by purchase or otherwise all or any substantial part of the Rating Condition is satisfied with respect to such mergerbusiness or assets of, consolidation, division or stock or other reorganization; evidence of beneficial ownership of, any Person, except that any Borrower may acquire assets from another Person pursuant to a Bulk Contract Purchase so long as (ivi) immediately at the time of any such transaction and after giving effect to such transactionthereto, no Default or Event of Default shall have occurred and be continuing; (vii) the Borrower applicable Seller shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent agreed in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral writing to be required bound by a guarantee or replacement clause substantially similar to register as an “investment company” under the Investment Company Actthat set forth in Schedule 7.6; and (viiii) the fees, costs and expenses Lender shall have completed such due diligence in respect of the Agents portfolio of Contracts to be acquired pursuant to such Bulk Contract Purchase (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of related such transactions, all or any part of ) as it may request and Lender shall have given its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted prior written consent to the consummation thereof by the Loan Documents. applicable Borrower, such consent not to be unreasonably withheld or delayed; provided that the requirements of this clause (ciii) The Borrower shall need not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, be satisfied in the case of amendments that would reasonably be expected (A) any such Bulk Contract Purchase (or series of related such transactions) which is for an aggregate amount of $250,000 or less, or (B) any such Bulk Contract Purchase (or series of related such transactions) which is for an aggregate amount in excess of $250,000 but equal to affect or less than $500,000, if the Lenders average initial term of the Contracts included in such Bulk Contract Purchase is 36 months or more. 1.12 AMENDMENT OF SUBSECTION 7.7. From and after the Administrative AgentThird Amendment Effective Date, the Administrative Agent’s prior written consent.Loan Agreement is hereby amended by deleting subsection 7.7 in its entirety and inserting the following in substitution therefor:

Restriction on Fundamental Changes. (a) The Borrower Company shall not, and shall not enter into permit any mergerof its Material Subsidiaries to, consolidationengage in any material line of business substantially different from those lines of business carried on by it on the date hereof; provided, division or other reorganization-------- however, unless permitted by applicable law that the Company may engage in the licensing, production and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing sale of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for ------- consumer software products related to the satisfaction Company's existing lines of the Agentsbusiness. (b) The Borrower Company shall not, and shall not liquidatesuffer or permit any of its Material Subsidiaries to, wind-up merge, consolidate with or dissolve (or suffer any liquidation or dissolution)into, discontinue its business or convey, leasetransfer, sell, transfer lease or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, whether in one transaction or in a series of transactions, all or any part substantially all of its business assets to or propertyin favor of, whether now any Person, except: (i) (A) the Company may merge or hereafter acquiredconsolidate with any other Person, provided that the Company shall be the continuing or surviving corporation, -------- and (B) any Material Subsidiary may merge or consolidate with any other Person, provided that the Company or a Material Subsidiary shall be the -------- continuing or surviving corporation; provided, further, that (1) if any -------- ------- transaction shall be between a Subsidiary and a wholly-owned Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except for transfers where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; (ii) any Subsidiary of the Company may sell all or substantially all of its property expressly permitted by assets (upon voluntary liquidation or otherwise) to the Loan Documents.Company or another wholly- owned Subsidiary of the Company; and (ciii) The Borrower shall not amend its Constituent Documents without prior written notice to S&P the Company may sell the assets and business that the Administrative Agent and, Company has reported as Discontinued Operations in the case Consolidated Statement of amendments that would reasonably be expected to affect Operations in the Lenders or Consolidated Financial Statements filed with the Administrative AgentSecurities and Exchange Commission in its Current Report on Form 8-K dated July 6, the Administrative Agent’s prior written consent2000.