Common use of Restriction on Fundamental Changes Clause in Contracts

Restriction on Fundamental Changes. The Borrower shall not, nor shall permit any of its Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Each of Group and the Borrower shall will not, nor shall and will not permit any of its respective Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person Person, dissolve, acquire all or (iii) liquidatesubstantially all of the Stock or Stock Equivalents of any Person, wind up acquire all or dissolve itselfsubstantially all of the assets constituting a business, division, branch or other unit of operation or trademark of any Person, enter into any joint venture or partnership with any Person, or acquire or create any Subsidiary, except that: (a) any Subsidiary Warnaco Entity may merge into or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction)any Loan Party; provided, however, that the Borrower shall be the continuing or surviving Person (andthat, in the case of any such transaction involving a Domestic Loan Partymerger or consolidation, the continuing Person formed by such merger or surviving Person consolidation shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party and, if the Borrower is merging with another Subsidiarya party to any such merger or consolidation, (A) a Loan Party shall be the continuing Borrower is the surviving entity of such merger or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness)consolidation; (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary Warnaco Entity that is not a Loan Party may merge into or consolidate with or into any other Subsidiary Warnaco Entity that is not a Loan Party and Party; provided, however, that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a Wholly Owned Subsidiary of Group; (iic) any Warnaco Entity may form a new Wholly Owned Subsidiary; provided, however, that if a Domestic Subsidiary (other than the Borrower) may liquidateis formed, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the LendersDomestic Subsidiary shall become a Loan Party; (d) so long as any Warnaco Entity which is inactive or dormant (meaning that on the date of determination and on a consolidated basis with its Subsidiaries, it has assets with an aggregate Fair Market Value of less than $100,000) may be dissolved, provided that if such Warnaco Entity is a Loan Party, all assets distributed upon dissolution shall be distributed to another Loan Party; and (e) any Warnaco Entity may consummate any Investment permitted under Section 8.3, including any Permitted Acquisition; provided, however, that in each case under this Section 8.7 both before and immediately after giving effect thereto, no Default or Event of Default exists shall have occurred and be continuing or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Borrower Parent shall not, nor and shall not permit any of its Restricted Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) merge or consolidate with any Subsidiary may merge with Person (provided that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) the Borrower any Wholly-Owned Restricted Subsidiary (including other than a merger, the purpose of which is to reorganize the Borrower Borrower) may merge into a new jurisdiction); providedBorrower so long as such Borrower is the surviving company, however, (ii) any Wholly-Owned Restricted Subsidiary (other than a Borrower) may merge into or consolidate with any other Wholly-Owned Restricted Subsidiary (other than a Borrower) in a transaction in which the surviving entity is a Wholly-Owned Restricted Subsidiary and no Person other than a Borrower or a Wholly-Owned Restricted Subsidiary of a Borrower receives any consideration (provided that the Borrower shall be the continuing or surviving Person (and, in the case of if any party to any such transaction involving is a Domestic Loan Party, the continuing or surviving Person entity of such transaction shall be organized under the laws of a Loan Party), (iii) any state Restricted Subsidiary of the United States of America or the District of ColumbiaParent (other than a Borrower) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents another Person in a manner reasonably acceptable to the Administrative Agent transaction constituting an Asset Sale permitted hereunder, and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (iiv) any Subsidiary that is not Person (other than the Parent or a Loan Party Borrower) may merge or consolidate with or into any other Restricted Subsidiary that in a transaction in which the surviving entity is not a Loan Party Restricted Subsidiary (and, if any party to such merger or consolidation is a Borrower, is a Borrower and otherwise, if any party to such merger or consolidation is a Guarantor, is a Guarantor)); or (b) acquire or create any Subsidiary unless, after giving effect to such acquisition or creation, (i) the Parent and each Borrower is in compliance with Section 7.11 and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with such Subsidiary is permitted under Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected8.5.

Restriction on Fundamental Changes. The Borrower shall notNo Loan Party shall: (a) except with thirty (30) days prior written notice to Agent, nor shall permit change its jurisdiction of incorporation or formation (as applicable), type of organization (as defined in the UCC), tax, charter or other organizational number or its legal name; (b) acquire by purchase or otherwise all or substantially all of the assets of, or stock or other evidence of beneficial ownership, of any Person or any business division of its Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge in connection with (i) the Borrower (including a mergerAcquisition, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) subject to the conditions set forth in Section 3.2, the Potential Target Acquisition and (iii) any one other acquisition of all or more other Subsidiaries; providedsubstantially all of the assets of, howeveror all of the equity interests in, any Person, provided that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a such Person conducts substantially the same business as is being conducted by Loan Party Parties or as Loan Parties are permitted to conduct pursuant to Section 6.8 and the acquisition of the assets or equity interests of such Person shall be the continuing have been approved by its board of directors (or surviving Person or comparable governing body); (B) not less than ten (10) Business Days prior to such acquisition, Borrower shall deliver to Agent written notice of its intent to consummate such acquisition together with a certificate signed by the chief financial officer of Borrower which shall include a calculation in reasonable detail demonstrating that after giving effect to the extent constituting an Investmentacquisition on a Pro Forma Basis, such Investment must as of the end of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which the Borrower delivered to the Agent financial statements pursuant to Section 5.1(B), Adjusted EBITDA would not be an Investment permitted under less than $1.00 and Borrower would be in compliance with the financial covenants set forth in Section 8.3(c5.21(D) and (E) (Investmentsafter decreasing the numerator of each applicable ratio by 0.25); (C) immediately after giving effect to such acquisition, no Event of Default shall have occurred and be continuing; (D) if such acquisition is an acquisition of assets, title to such assets shall be held by Borrower or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) a Domestic Subsidiary, and if such acquisition is an acquisition of equity interests, the Company may merge Person so acquired shall become or shall be merged or consolidated with a Domestic Subsidiary and shall become a Guarantor in accordance with and into Holdings, with Holdings take such other actions as the surviving entity (the “AMC Merger”)required by Section 6.10; provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (iiE) Agent shall have perfected its Lien on the assets and equity interests of such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United StatesPerson; (c) merge into or consolidate with any other Person, any state thereof or the District of Columbia; except that (i) any Subsidiary that is not a Loan Party of Borrower may merge into or consolidate with Borrower or into any other wholly-owned Subsidiary that is not a Loan Party of Borrower and (ii) in connection with any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous acquisition permitted pursuant to the Lenders; foregoing clause (d) so long as no Default Borrower is the surviving person of any merger or Event of Default exists consolidation involving Borrower; or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default liquidate, wind up its affairs or Event of Default exists or would result therefrom, a merger, undergo any dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Administrative Borrower shall not, nor and shall not permit any of its Restricted Subsidiaries toto enter into an agreement to affect, or effect, a Permitted Acquisition, if at the time thereof and after giving effect thereto, there would be a Default or Event of Default. Except for Permitted Acquisitions, the Administrative Borrower shall not, and shall not permit any of its Restricted Subsidiaries to (ia) merge with any PersonPerson other than any Restricted Subsidiary into the Administrative Borrower or any Subsidiary Borrower, as long as the surviving entity of such merger is the Administrative Borrower or a Subsidiary Borrower, (iib) consolidate with any Person other than any Restricted Subsidiary into the Administrative Borrower or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as long as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by of such consolidation is the Administrative Agent Borrower or the Required Lendersa Subsidiary Borrower, Holdings shall expressly assume the obligations (c) acquire all or substantially all of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws Stock or Stock Equivalents of the United Statesany Person, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (e) enter into any Joint Venture or partnership with any Person, other than pursuant to an Investment made pursuant to Section 7.2, or (f) create any Restricted Subsidiary unless, (I) after giving effect to such creation or acquisition, (x) no Default or Event of Default exists shall have occurred or would result therefrombe continuing, any and (y) the Administrative Borrower is in compliance with Section 6.13, and (II) such Restricted Subsidiary may merge is either (i) a Wholly-Owned Restricted Subsidiary, or (ii) created in connection with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments)7.2; provided, however, provided that (i) the continuing any Subsidiary with assets (excluding goodwill) with a Fair Market Value less than $50,000 may liquidate, dissolve, or surviving Person shall be a Subsidiary, which together with each of wind up its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and affairs or (ii) any Subsidiary may liquidate, dissolve or wind-up to the extent constituting an Investmentits assets are transferred to a Borrower; and provided, such Investment must be a permitted Investment further, that nothing in accordance this Section 7.5 shall prohibit the Administrative Borrower or any of its Restricted Subsidiaries from the sale of its assets in compliance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedthis Agreement.

Restriction on Fundamental Changes. The Borrower shall Loan Parties will not, nor shall and will not permit any of its their respective Subsidiaries to, directly or indirectly: (A) unless and only to the extent required by law or as would not be reasonably expected to be adverse to the interests of Lenders, amend, modify or waive any term or provision of their respective articles of organization, operating agreements, management agreements, articles of incorporation, certificates of designations pertaining to preferred stock, by-laws, articles of formation or partnership agreement (provided that 10 days prior written notice will be delivered to Administrative Agent of any modification that results in a Loan Party, any Subsidiary of a Loan Party or any entity whose equity interest is pledged by a Loan Party pursuant to the Pledge and Security Agreement opting into Article 8 of the UCC); (B) enter into any transaction of merger or consolidation, except that (i) merge any Subsidiary of Borrower may be merged with any Personor into Borrower (provided that Borrower is the surviving entity), (ii) any Loan Party other than Borrower may merge or consolidate with any Person or other Loan Party other than Borrower, (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge merge, dissolve, liquidate, consolidate with or into any Loan Party, provided that such Loan Party shall be the continuing or surviving corporation, (iv) any Subsidiary which is not a Loan Party may merge, dissolve, liquidate, consolidate with or into any other Subsidiary that which is not a Loan Party and Party, (iiv) any Subsidiary Permitted Acquisition and Investment or any other permitted Investment or any permitted asset disposition may be structured as merger, consolidation or amalgamation; (C) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), except in connection with another transaction permitted under clause (B) above or any Asset Disposition permitted under Subsection 3.7; or (D) acquire by purchase or otherwise all or any substantial part of the business, assets or equity interests of or in any Person (whether by stock purchase or otherwise) other than pursuant to a Permitted Acquisition and Investment, the Borrower) may liquidate, wind up, dissolve Verizon Acquisition or change its legal form if the Borrower determines in good faith any other Investment permitted hereunder; provided that such action is in the best interests of the Borrower and if not materially disadvantageous 10 days prior to the Lenders; (d) so long as no Default or Event effective date of Default exists or would result therefromsuch merger, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a mergerconsolidation, dissolution, liquidation liquidation, or consolidation, amalgamation in the purpose case of which is to effect an Asset Sale permitted pursuant to Section 8.4 clause (Sale of AssetsB) or clause (C), may be effectedor such acquisition in the case of clause (D), and promptly following such amendment, modification or waiver in the case of clause (A), Borrower shall provide written notice and a copy thereof or the documentation relating thereto to Administrative Agent.

Restriction on Fundamental Changes. The (i) No Borrower shall notwill, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, and no Borrower will sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets on a consolidated basis (in each case, whether now owned or hereafter acquired), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall permit have occurred and be continuing, (A) any Restricted Subsidiary of any Borrower may merge into any Borrower in a transaction in which such Borrower is the surviving corporation; (B) any Restricted Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party; (C) any Person may merge with or into any Loan Party or any of its Restricted Subsidiaries to, (i) merge in connection with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (andPermitted Acquisition so long as, in the case of a merger involving any such transaction involving a Domestic Loan Party, such Loan Party is the continuing surviving entity; (D) any Restricted Subsidiary may (x) sell, transfer, lease or otherwise dispose of its assets to any Borrower or to another Restricted Subsidiary, (y) be dissolved or liquidated into another Loan Party; provided, that the surviving Person shall be organized under is a Loan Party and (z) otherwise have their existence terminated to the laws extent that the assets of any state of the United States of America or the District of Columbia) or (ii) any such Restricted Subsidiary are distributed, upon such termination, to one or more other Borrowers or Restricted Subsidiaries; provided, however, that when to the extent that any Subsidiary assets that is a Loan Party is merging with another Subsidiary, (A) are distributed by a Loan Party shall be the continuing distributed to another Loan Party (or surviving another Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtednesswho concurrently becomes a Loan Party);; and (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (iE) any Restricted Subsidiary that is not a Loan Party may merge liquidate or consolidate with or into any other Subsidiary that is not a dissolve if the Loan Party and (ii) any which owns such Restricted Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action liquidation or dissolution is in the best interests of the Borrower such Loan Party and if is not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, howeverthat any such merger involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04(d). (ii) Notwithstanding anything to the contrary in the foregoing, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each Borrower and each of its SubsidiariesRestricted Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.04(c) at a future time; provided, that such agreement shall have complied be conditioned on (1) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 7.11 9.01 or (Additional Collateral i) the satisfaction and Guarantiesdischarge of all outstanding Obligations under this Agreement and the other Loan Documents; provided, further that such agreement shall (x) not contain any provision imposing fees or damages on any Borrower or any of its respective Restricted Subsidiaries for failure to meet the conditions set forth above and (iiy) to contain termination provisions which will provide for the extent constituting an Investment, termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedtime.

Restriction on Fundamental Changes. The Borrower Company shall not, nor shall permit any of its Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the any Borrower (including a merger, the purpose of which is to reorganize the such Borrower into a new jurisdiction); provided, however, that the such Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the a Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower Company determines in good faith that such action is in the best interests of the Borrower Company and if not materially disadvantageous to the Lenders; (dc) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); (d) the Company and its Subsidiaries may consummate the Merger; and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Borrower From the Issuance Date and for so long as any of the Obligations are outstanding, the Company shall not, nor and shall not permit any of its Subsidiaries to, (i) merge with enter into any Personmerger, (ii) consolidate with any Person consolidation or (iii) amalgamation, or liquidate, wind up or dissolve itselfitself (or suffer any liquidation or dissolution), except thatexcept: (a) any Subsidiary may merge with (i) the Borrower Company may consummate (including A) a merger, consolidation or business combination in which holders of voting securities of the Company immediately prior to the transaction continue after the transaction to hold, directly or indirectly, a majority of the aggregate voting power of all classes of voting securities of the surviving Person entitled to vote generally for the election of the members of the board of directors (or their equivalent if other than a corporation) of such Person, or (B) a migratory merger solely for the purpose of which is to reorganize changing the Borrower into a new jurisdiction)jurisdiction of incorporation of the Company; provided, however, provided that the Borrower surviving Person (if other than the Company) (I) be organized under the laws of the Untied States or any state thereof, (II) agree to assume this Note and the Company’s obligations hereunder and the Guarantee and Collateral Agreement and the Company’s obligations thereunder and (III) deliver to the Holder an opinion of counsel to the Company confirming the continuing enforceability of this Note, the Guarantee and Collateral Agreement and the perfection and priority of the Liens created thereunder; (ii) that any Subsidiary may be merged with or into the Company (provided that the Company shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbiacorporation) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary Note Party (provided that is a Loan Party is merging with another Subsidiary, (A) a Loan the Subsidiary Note Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investmentscorporation); and (eiii) the Company and the Subsidiaries may distribute all of the capital stock of any or all of the Subsequent Phase Subsidiaries so long as the Company continues to act as the “Servicer” to such Subsequent Phase Subsidiary on terms (including economics) no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, less favorable to the purpose of which is to Company than set forth in the Phase II Digital Deployment Agreements as in effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedon the Issuance Date.

Restriction on Fundamental Changes. The Borrower shall notPERMITTED ACQUISITIONS None of the Borrowers shall, nor shall they permit any of its their respective Subsidiaries to, (a) except in connection with a Permitted Acquisition or a Post-Closing Spin-off Transaction, (i) merge with any Person, (ii) consolidate with any Person, (iii) acquire all or substantially all of the Stock or Stock Equivalents of any Person or (iiiiv) liquidateacquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the 102 business of a division, wind up branch or dissolve itselfother unit operation of any Person, except that: (ab) enter into any Subsidiary may merge joint venture or partnership with any Person (i) the Borrower (including other than a mergerPermitted Joint Venture, the purpose of Investment in which is permitted pursuant to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c8.3(k) (Investments) or Indebtedness permitted under Section 8.1(e(c) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent acquire or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) create any Subsidiary that unless, after giving effect to such creation or acquisition, such Subsidiary is not a Loan Party may merge or consolidate with or into any other Wholly-Owned Subsidiary that is not of a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the such Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge compliance with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and the Investment in such Subsidiary is permitted under Section 8.3(c) (Investments). None of the Borrowers shall permit (a) any person or group of persons (within the meaning of the Securities Exchange Act of 1934, as amended) to acquire beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) of 30% or more of the issued and outstanding Voting Stock of the Company or (b) the Company to cease to own and control all of the economic and voting rights associated with all of the outstanding Stock of (i) the U.S. Borrower and (ii) directly or indirectly, except pursuant to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to under Section 8.4 8.4(i) (Sale of Assets)) after the payment in full of all Obligations (and termination of all Commitments and other rights under the Loan Documents) of such Borrower, may be effectedeach other Borrower.

Restriction on Fundamental Changes. (a) The Borrower shall not, nor shall permit any of its Subsidiaries to, not (i) merge with enter into any Personmerger or consolidation, unless the Borrower is the surviving entity and no Default exists after giving effect thereto, (ii) consolidate with liquidate, windup or dissolve (or suffer any Person liquidation or dissolution), terminate, or discontinue its business, or (iii) liquidateexcept to a Subsidiary, wind up convey, lease, sell, transfer or dissolve itselfotherwise dispose of, except that: (ain one transaction or a series of transactions, all or any substantial part of its business or property, whether now or hereafter acquired. Nothing in this Section 5.10(a) any Subsidiary may merge with shall be deemed to prohibit (i) the Borrower (including a merger, leasing of portions of the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, Real Estate Assets in the case ordinary course of any such transaction involving a Domestic Loan Partybusiness for occupancy by the tenants thereunder, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one the sale of Real Estate Assets in the ordinary course of business, or more other Subsidiaries; provided, however, (iii) the contribution by the Borrower of assets not constituting (individually or in the aggregate) a majority of its assets to a Person in consideration for an equity interest in such Person provided that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) such equity interest represents a Loan Party shall be fair value for the continuing or surviving Person or assets so contributed and (B) notice of such contribution and the details thereof are given to Agent at least thirty (30) days (or such shorter period as is acceptable to the extent constituting an Investment, Agent in its sole and absolute discretion) prior to such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness);contribution. (b) No Credit Party shall amend or waive (or cause or permit to be amended or waived) any instructions to pay Capital Commitments to the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent Subscription Account or the Required Lenders, Holdings shall expressly assume the obligations any of the provisions of any Subscription Agreement or any Constituent Document of any Credit Party, in any material respect, without the prior Borrower under this agreement written consent of the Agent, which consent will not be unreasonably withheld or delayed if, in the opinion of the Agent, such amendment or waiver would not be adverse to any of the Secured Parties; provided that the Investor REIT shall not amend any of its Constituent Documents without the prior written consent of the Agent, the Issuing Bank and the other Loan Documents Lenders in their sole and absolute discretion. The relevant Credit Party will deliver a manner reasonably written notice to the Agent setting forth the specific details of the proposed amendment and/or waiver at least ten (10) days (or such lesser period as may be acceptable to the Administrative Agent in its sole and (iiabsolute discretion) such merger does not result in prior to its proposed effective date. Without limiting the Borrower ceasing generality of the foregoing, any amendment or waiver shall be deemed to be a corporation organized under adverse to the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.the

Restriction on Fundamental Changes. The Borrower Credit Parties shall not, nor not and shall not cause or permit any of its their Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) enter into any transaction of merger or consolidation except (i) any wholly-owned Subsidiary of any Borrower may be merged or consolidated with or into any Borrower (provided that such Borrower is the surviving entity) or any Credit Party (provided that any such Credit Party is the surviving entity), (ii) any Credit Party (other than Holdings) may be merged with or into any other Credit Party (other than Holdings and provided that, in the case of any merger involving the Borrower Representative, the Borrower Representative is the surviving entity) and (iii) any Subsidiary may merge be merged or consolidated with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower or into a new jurisdiction); provided, however, that the Borrower shall be the continuing any Credit Party or surviving any Subsidiary or other Person (andprovided that (A) in the case of such transaction involving any Borrower, such Borrower is the surviving entity, (B) in the case of any such transaction involving a Domestic Loan any Credit Party, either such Credit Party is the continuing surviving entity or surviving Person such transaction shall be organized under treated as an Investment and shall comply with Section 3.3 and (C) in the laws case of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any transaction involving a Subsidiary that is neither a Loan Party is merging with another SubsidiaryBorrower nor a Credit Party, (A) a Loan Party such Subsidiary shall be the continuing surviving entity or surviving Person or (B) to the extent constituting an Investment, such Investment must transaction shall be treated as an Investment permitted under and shall comply with Section 8.3(c) 3.3; it being agreed and understood that, after the Closing Date, upon prior written notice to Agent, (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (ix) any Subsidiary that is not a Loan Party of XX XX, SCI, FVC Intermediate and/or FVC may merge or consolidate with and into one another (provided that with respect to any merger or into any other Subsidiary that is not a Loan Party consolidation involving FVC, FVC shall be the surviving entity), and (iiy) any Subsidiary FVC Houston may merge or consolidate with FVC (other than provided that FVC shall be the Borrowersurviving entity); or (b) may liquidate, wind up, wind-up or dissolve itself (or suffer any liquidation or dissolution) or change its legal form if organizational form, unless, solely with respect to any liquidation, winding-up or dissolution of any Subsidiary of the Borrower Representative, (i) the Borrower Representative determines in good faith that such action liquidation, dissolution or change in organizational form is in the best interests of the Borrower Credit Parties and if their Subsidiaries, taken as a whole, and is not materially disadvantageous disadvantage to the Lenders; (d) so long as no Default Lenders and, in the case of any liquidation or Event dissolution of Default exists or would result therefrom, any Subsidiary may merge with of the Borrower Representative, either the Borrower Representative or a Subsidiary receives any other Person assets of such dissolved or liquidate Subsidiary (provided that in order the case of a dissolution or liquidation of a Credit Party that results in the distribution of assets to effect a Subsidiary that is not a Credit Party, such distribution of assets shall be treated as an Investment permitted pursuant to and shall comply with Section 8.3 (Investments); provided3.3 and provided further that in the case of a dissolution or liquidation of a Borrower that is a Subsidiary of the Borrower Representative, howeverthe Person receiving the assets of such dissolved or liquidated Subsidiary is a Credit Party, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance transaction shall comply with the terms and provisions of this Agreement (including Section 8.3 (Investments2.7); and it being agreed and understood that, after the Closing Date, upon prior written notice to Agent, (ex) so long as no Default any of XX XX, SCI, FVC Intermediate and/or FVC may merge or Event of Default exists consolidate with and into one another (provided that with respect to any merger or would result therefromconsolidation involving FVC, a merger, dissolution, liquidation or consolidation, FVC shall be the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assetssurviving entity), and (y) FVC Houston may merge or consolidate with FVC (provided that FVC shall be effectedthe surviving entity).

Restriction on Fundamental Changes. The (i) No Borrower shall notwill, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, and no Borrower will sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets on a consolidated basis (in each case, whether now owned or hereafter acquired), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall permit have occurred and be continuing, (A) any Restricted Subsidiary of any Borrower may merge into any Borrower in a transaction in which such Borrower is the surviving corporation; (B) any Restricted Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party; (C) any Person may merge with or into any Loan Party or any of its Restricted Subsidiaries to, (i) merge in connection with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (andPermitted Acquisition so long as, in the case of a merger involving any such transaction involving a Domestic Loan Party, such Loan Party is the continuing surviving entity; (D) any Restricted Subsidiary may (x) sell, transfer, lease or otherwise dispose of its assets to any Borrower or to another Restricted Subsidiary, (y) be dissolved or liquidated into another Loan Party; provided, that the surviving Person shall be organized under is a Loan Party and (z) otherwise have their existence terminated to the laws extent that the assets of any state of the United States of America or the District of Columbia) or (ii) any such Restricted Subsidiary are distributed, upon such termination, to one or more other Borrowers or Restricted Subsidiaries; provided, however, that when to the extent that any Subsidiary assets that is a Loan Party is merging with another Subsidiary, (A) are distributed by a Loan Party shall be the continuing distributed to another Loan Party (or surviving another Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtednesswho concurrently becomes a Loan Party);; and (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (iE) any Restricted Subsidiary that is not a Loan Party may merge liquidate or consolidate with or into any other Subsidiary that is not a dissolve if the Loan Party and (ii) any which owns such Restricted Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action liquidation or dissolution is in the best interests of the Borrower such Loan Party and if is not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, howeverthat any such merger involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04(d). Notwithstanding anything to the contrary in the foregoing, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each Borrower and each of its SubsidiariesRestricted Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.04(c) at a future time; provided, that such agreement shall have complied be conditioned on (1) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 7.11 9.01 or (Additional Collateral 2) the satisfaction and Guarantiesdischarge of all outstanding Obligations under this Agreement and the other Loan Documents; provided, further that such agreement shall (x) not contain any provision imposing fees or damages on any Borrower or any of its respective Restricted Subsidiaries for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time. (ii) No Borrower will, nor will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the extent constituting an Investmenttype conducted by Livent and its Restricted Subsidiaries on the date of execution of this Agreement and businesses which are, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); andthe good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof. (eiii) so long as no Default or Event Livent and each of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedits Restricted Subsidiaries will not change their respective Fiscal Year.

Restriction on Fundamental Changes. The Borrower shall Loan Parties will not, nor shall and will not permit any of its their respective Subsidiaries (other than Excluded Subsidiaries) to, directly or indirectly: (A) unless and only to the extent required by law or as would not be reasonably expected to be materially adverse to the interests of Lenders, amend, modify or waive any term or provision of their respective articles of organization, operating agreements, management agreements, articles of incorporation, certificates of designations pertaining to preferred stock, by-laws, articles of formation or partnership agreement (provided that 10 days prior notice will be delivered to Administrative Agent of any modification that results in a Loan Party, any Subsidiary of a Loan Party (other than an Excluded Subsidiary) or any entity whose equity interest is pledged by a Loan Party pursuant to the Pledge and Security Agreement opting into Article 8 of the UCC); (B) enter into any transaction of merger or consolidation, except that (i) merge any Subsidiary of Borrower may be merged with any Personor into Borrower (provided that Borrower is the surviving entity), (ii) any Loan Party other than Borrower may merge or consolidate with any Person or other Loan Party other than Borrower, (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge merge, dissolve, liquidate or consolidate with or into any Loan Party, provided that such Loan Party shall be the continuing or surviving corporation, (iv) any Subsidiary which is not a Loan Party may merge, dissolve, liquidate, consolidate with or into any other Subsidiary which is not a Loan Party, (v) any Excluded Subsidiary may merge, dissolve, liquidate or consolidate with or into any other Subsidiary that is not a Loan Party and Xxxxx, (iivi) any Subsidiary Permitted Acquisition and Investment or any other permitted Investment or any permitted Asset Disposition may be structured as merger, consolidation or amalgamation; (C) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), except in connection with another transaction permitted under clause (B) above or any Asset Disposition permitted under Subsection 3.7; or (D) acquire by purchase or otherwise all or any substantial part of the business, assets or equity interests of or in any Person (whether by stock purchase or otherwise) other than the Borrower) may liquidate, wind up, dissolve pursuant to a Permitted Acquisition and Investment or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant hereunder; provided that 10 days after (or such earlier date, which need not be more than 10 days prior to, as is required to Section 8.3 (Investments); provided, however, that (imaintain the perfection or priority of Administrative Agent’s security interests) the continuing or surviving Person shall be a Subsidiaryeffective date of such merger, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a mergerconsolidation, dissolution, liquidation liquidation, or consolidation, amalgamation in the purpose case of which is to effect an Asset Sale permitted pursuant to Section 8.4 clause (Sale of AssetsB) or clause (C), may be effectedsuch acquisition in the case of clause (D), or such amendment, modification or waiver in the case of clause (A), Borrower shall provide notice and a copy thereof or the documentation relating thereto to Administrative Agent.

Restriction on Fundamental Changes. The Borrower shall notof the Borrower. Enter into any transaction of merger or consolidation, nor shall permit or convey, transfer, or lease its properties and assets substantially as an entirety to any of its Subsidiaries toPerson, unless: (i) merge with either (A) Borrower (in any Personmerger or consolidation involving Borrower) is the surviving entity, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (iB) the corporation formed by such consolidation or 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 (including a the "Successor Corporation") shall either (x) immediately after giving effect to such merger, the purpose of consolidation, conveyance, transfer, or lease, have then-effective ratings (or implied ratings) published by Xxxxx'x and S&P applicable to such Successor Corporation's senior, unsecured, non-credit-enhanced, long term indebtedness for borrowed money, which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower ratings shall be the continuing Baa3 or surviving Person higher (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbiaif assigned by Xxxxx'x) or BBB- or higher (if assigned by S&P), or (y) be acceptable to Majority Banks in their reasonable determination; (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party Successor Corporation shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized and existing under the laws of the United StatesStates of America, any state thereof or the District of Columbia, 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 made hereunder and another amounts payable under this Agreement and the performance or observance of every covenant hereof on the part of the Borrower or such Principal Subsidiary to be performed or observed; (iiii) immediately after giving effect to such transaction, no Event of Default and no event which, with notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; (iv) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Borrower or any Principal Subsidiary that is would become subject to a Lien which would not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than be permitted by Section 5.02(a), the Borrower, the Principal Subsidiary, or the Successor Corporation, as the case may be, shall take such steps as shall be necessary effectively to secure the Advances made hereunder equally and ratably with (or prior to) may liquidate, wind up, dissolve or change its legal form if all indebtedness secured thereby; and (v) the Borrower determines in good faith that such action is in shall have delivered to the best interests Administrative Agent a certificate signed by an executive officer of the Borrower and if not materially disadvantageous a written opinion of counsel satisfactory to the Lenders; Administrative Agent (d) so long as no Default or Event of Default exists or would result therefromwho may be counsel to the Borrower), any Subsidiary may merge each stating that such transaction and such amendment to this Agreement comply with any other Person in order to effect an Investment permitted pursuant to this Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties5.02(c) and (ii) that all conditions precedent herein provided for relating to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedtransaction have been satisfied.

Restriction on Fundamental Changes. The Borrower shall not, nor and shall not permit any of its Subsidiaries toSubsidiary to enter into any merger, (i) merge with any Personamalgamation, (ii) consolidate with any Person consolidation, reorganization or (iii) recapitalization, liquidate, wind up or dissolve itselfor sell, except that: (a) any Subsidiary may merge with (i) the Borrower (including a mergerlease, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing transfer or surviving Person (andotherwise dispose of, in the case one (1) transaction or a series of any such transaction involving a Domestic Loan Partytransactions, the continuing all or surviving Person shall be organized under the laws substantially all of any state of the United States of America its or the District of Columbia) their business or (ii) any one assets, whether now owned or more other Subsidiarieshereafter acquired; provided, however, provided that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists shall exist either before or would result therefromafter giving effect thereto (a) any Solvent Subsidiary or other Solvent Person (other than the Borrower) may be merged, amalgamated or consolidated with or into the Borrower (so long as the Borrower is the surviving entity) or any Subsidiary may merge with (provided that if a Loan Party is a party to such transaction, such Loan Party is the surviving or resulting entity), (b) any other Person in order to effect an Investment permitted pursuant to Section 8.3 Subsidiary (Investments)including, but not limited to, a Material Subsidiary, which shall then be released from its obligations under any Guaranty and any security interest against its assets under a Security Agreement shall be released; provided, howeverthat, that (i) if such Material Subsidiary is a Guarantor, the continuing or surviving Person shall be a Subsidiary, which together with each assets of its Subsidiaries, such Guarantor shall have complied with been transferred to a Loan Party) may be liquidated, wound up or dissolved so long as it does not cause or could not be reasonably expected to cause a Material Adverse Effect, (c) any Subsidiary of the requirements of Borrower may be sold pursuant to a transaction permitted by Section 7.11 (Additional Collateral and Guaranties) 6.5 and (iid) in addition to transactions permitted under Section 6.5 (which permitted transactions shall not be restricted by this Section 6.4), all or substantially all of any Subsidiary’s business or assets may be sold, leased, transferred or otherwise disposed of, in one (1) transaction or a series of transactions, to the extent constituting an Investment, Borrower or another Subsidiary (provided that if the transferor of such Investment property is a Loan Party then the transferee thereof must be a permitted Investment in accordance with Section 8.3 (InvestmentsLoan Party); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The No Borrower shall notshall, nor or shall permit any of its Subsidiaries Borrower Subsidiary to, (i) merge with enter into any Personmerger or consolidation, (ii) consolidate with any Person or (iii) liquidate, wind wind-up or dissolve itself(or suffer any liquidation or dissolution), except thator convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of such Person's business or Property, whether now or hereafter acquired, except: (a) any Subsidiary may merge in connection with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment transactions permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness)9.02; (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that for a merger of (i) a Domestic Credit Party into a Domestic Borrower or a Foreign Credit Party into a Multicurrency Borrower, (ii) a Guarantor into another Guarantor, or (iii) any other Borrower Subsidiary into another Borrower Subsidiary, provided that if requested by the Administrative Agent or non-surviving entity was a Pledged Entity, the Required Lenders, Holdings Capital Stock of such surviving entity shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable be pledged to the Administrative Agent in accordance with Section 9.07 as if such surviving entity is a newly acquired entity; (it being agreed and (ii) understood that after giving effect to any merger, involving NMHG Holding or Hyster-Yale, all of the Capital Stock of NMHG shall have been pledged to the Administrative Agent pursuant to the Pledge Agreement); provided further, if the non-surviving entity had pledged the Capital Stock of a Pledged Entity, the Person owning such Capital Stock of such Pledged Entity following such merger does not result in the Borrower ceasing to be shall execute and deliver a corporation organized under the laws Pledge Agreement pledging such Capital Stock of the United States, Pledged Entity to the Administrative Agent; provided that the documents governing such merger are satisfactory to the Administrative Agent; and (c) any state thereof or of the District of Columbia;following: (i) any dissolution or liquidation of the assets and liabilities of a Domestic Credit Party (that is not a Borrower) into another Domestic Credit Party; (ii) any dissolution or liquidation of the assets and liabilities of a Foreign Credit Party (that is not a Borrower) into another Foreign Credit Party; (iii) any dissolution or liquidation of the assets and liabilities of a Foreign Credit Party into a Domestic Credit Party; or (iv) any dissolution or liquidation of the assets and liabilities of any Borrower Subsidiary that is not a Loan Credit Party may merge into another Borrower Subsidiary or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidateCredit Party, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event as, in any case of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that clauses (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 through (Additional Collateral and Guarantiesiv) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.above:

Restriction on Fundamental Changes. The Borrower shall not, nor and shall not permit any of its Restricted Subsidiaries to, (a) merge or consolidate with any Person (provided that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Wholly-Owned Restricted Subsidiary may merge with any Personinto the Borrower so long as the Borrower is the surviving company, (ii) any Wholly-Owned Restricted Subsidiary may merge into or consolidate with any other Wholly-Owned Restricted Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Restricted Subsidiary and no Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) other than the Borrower or a Wholly-Owned Restricted Subsidiary receives any consideration (including a merger, the purpose of which is provided that if any party to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving is a Domestic Loan Party, the continuing or surviving Person entity of such transaction shall be organized under the laws of a Loan Party), (iii) any state Restricted Subsidiary of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company Borrower may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents another Person in a manner reasonably acceptable to the Administrative Agent transaction constituting an Asset Sale permitted hereunder, and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (iiv) any Subsidiary that is not a Loan Party Person (other than the Borrower) may merge or consolidate with or into any other Restricted Subsidiary that in a transaction in which the surviving entity is not a Loan Party Restricted Subsidiary (and, if any party to such merger or consolidation is a Guarantor, is a Guarantor)) or (b) acquire or create any Subsidiary unless, after giving effect to such acquisition or creation, (i) the Borrower is in compliance with Section 7.11 and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with such Subsidiary is permitted under Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected8.5.

Restriction on Fundamental Changes. The Except in connection with a Permitted Acquisition, the Borrower shall not, nor and shall not permit any of its Subsidiaries to, (a) merge or consolidate with any Person (provided that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Wholly-Owned Subsidiary may merge into the Borrower so long as the Borrower is the surviving company, (ii) any Wholly-Owned Subsidiary may merge into or consolidate with any other Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and no person other than the Borrower or a Wholly-Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (iii) any Subsidiary of the Borrower may merge with another person in a transaction constituting an Asset Sale permitted hereunder), (b) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (iic) consolidate acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (d) enter into any joint venture or partnership with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge other than any Permitted Joint Venture or consolidate with (e) acquire or into create any other Subsidiary that unless, after giving effect to such acquisition or creation, (i) such Subsidiary is not a Loan Party and Permitted Joint Venture or a Wholly-Owned Subsidiary of the Borrower, (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge compliance with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (iiiii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with such Subsidiary is permitted under Section 8.3 8.3(c) (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The (i) No Borrower shall notwill, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, and no Borrower will sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets on a consolidated basis (in each case, whether now owned or hereafter acquired), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall permit have occurred and be continuing, (A) any Restricted Subsidiary of any Borrower may merge into any Borrower in a transaction in which such Borrower is the surviving corporation; (B) any Restricted Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party; (C) any Person may merge with or into any Loan Party or any of its Restricted Subsidiaries to, (i) merge in connection with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (andPermitted Acquisition so long as, in the case of a merger involving any such transaction involving a Domestic Loan Party, such Loan Party is the continuing surviving entity; (D) any Restricted Subsidiary may (x) sell, transfer, lease or otherwise dispose of its assets to any Borrower or to another Restricted Subsidiary, (y) be dissolved or liquidated into another Loan Party; provided, that the surviving Person shall be organized under is a Loan Party and (z) otherwise have their existence terminated to the laws extent that the assets of any state of the United States of America or the District of Columbia) or (ii) any such Restricted Subsidiary are distributed, upon such termination, to one or more other Borrowers or Restricted Subsidiaries; provided, however, that when to the extent that any Subsidiary assets that is a Loan Party is merging with another Subsidiary, (A) are distributed by a Loan Party shall be the continuing distributed to another Loan Party (or surviving another Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”who concurrently becomes a Loan Party); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (iE) any Restricted Subsidiary that is not a Loan Party may merge liquidate or consolidate with or into any other Subsidiary that is not a dissolve if the Loan Party and which owns such Restricted Subsidiary determines 96 - (ii) No Borrower will, nor will it permit any Subsidiary (of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the Borrower) may liquidatetype conducted by Livent and its Restricted Subsidiaries on the date of execution of this Agreement and businesses which are, wind up, dissolve or change its legal form if in the Borrower determines in good faith that such action is in the best interests judgment of the Borrower and if not materially disadvantageous to the Lenders;Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof. (diii) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with Livent and each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedRestricted Subsidiaries will not change their respective Fiscal Year.

Restriction on Fundamental Changes. The Borrower Company shall not, nor shall permit any of its Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower Company determines in good faith that such action is in the best interests of the Borrower Company and if not materially disadvantageous to the Lenders; (dc) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); (d) the Company and its Subsidiaries may consummate the Merger; and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Each of Group and the Borrower shall will not, nor shall and will not permit any of its respective Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person Person, dissolve, acquire all or (iii) liquidatesubstantially all of the Stock or Stock Equivalents of any Person, wind up acquire all or dissolve itselfsubstantially all of the assets constituting a business, division, branch or other unit of operation or trademark of any Person, enter into any joint venture or partnership with any Person, or acquire or create any Subsidiary, except that: (a) any Subsidiary Warnaco Entity may merge into or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction)any Loan Party; provided, however, that the Borrower shall be the continuing or surviving Person (andthat, in the case of any such transaction involving merger or consolidation, the Person formed by such merger or consolidation shall be a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary Warnaco Entity that is not a Loan Party may merge into or consolidate with or into any other Subsidiary Warnaco Entity that is not a Loan Party and Party; provided, however, that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a Wholly Owned Subsidiary of Group; (iic) any Warnaco Entity may form a new Wholly Owned Subsidiary; provided, however, that, in case of any such formation, the Subsidiary (other than the Borrower) may liquidateformed shall be an indirect Wholly Owned Subsidiary of Group, wind upand, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests case of the Borrower and if not materially disadvantageous to the Lendersa Domestic Subsidiary, shall become a Loan Party; (d) so long as any Warnaco Entity which is inactive or dormant (meaning that on the date of determination and on a consolidated basis with its Subsidiaries, it has assets with an aggregate Fair Market Value of less than $100,000) and/or any Subsidiary that is listed on Schedule 8.7(a) or (b) (Scheduled Dissolutions) may be dissolved, provided that if such Warnaco Entity is a Loan Party, all assets distributed upon dissolution shall be distributed to another Loan Party; and (e) any Warnaco Entity may consummate a Permitted Acquisition; provided, however, that in each case under this Section 8.7 both before and immediately after giving effect thereto, no Default or Event of Default exists shall have occurred and be continuing or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Borrower shall notNeither the Parent nor the Company shall, nor shall they permit any of its their respective Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person Person, dissolve, acquire all or (iii) liquidatesubstantially all of the Stock or Stock Equivalents of any Person, wind up acquire all or dissolve itselfsubstantially all of the assets constituting a business, division, branch or other unit of operation or trademark of any Person, enter into any joint venture or partnership with any Person, or acquire or create any Subsidiary, except that: (a) any Subsidiary Warnaco Entity may merge into or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction)any Loan Party; provided, however, that the Borrower shall be the continuing or surviving Person (andthat, in the case of any such transaction involving merger or consolidation, the Person formed by such merger or consolidation shall be a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary Warnaco Entity that is not a Loan Party may merge merger into or consolidate with or into any other Subsidiary Warnaco Entity that is not a Loan Party and Party; provided, however, that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a Wholly Owned Subsidiary of the Parent; (iic) any Warnaco Entity may form a new Wholly Owned Subsidiary; provided, however, that, in case of any such formation, the Subsidiary (other than formed shall be an indirect Wholly Owned Subsidiary of the Borrower) may liquidateParent, wind upand, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests case of the Borrower and if not materially disadvantageous to the Lendersa Domestic Subsidiary, shall become a Loan Party; (d) so long as any Warnaco Entity which is inactive or dormant (meaning that (i) on the date of determination and on a consolidated basis with its Subsidiaries, it has assets with an aggregate Fair Market Value of less than $500,000 and/or (ii) such Subsidiary is listed on Schedule 1107 hereof (Scheduled Dissolutions)) may be dissolved, provided that if such Warnaco Entity is a Loan Party, all assets distributed upon dissolution shall be distributed to another Loan Party; and (e) any Warnaco Entity may consummate a Permitted Acquisition; provided, however, that in each case under this Section 1107 both before and immediately after giving effect thereto, no Default or Event of Default exists shall have occurred and be continuing or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Borrower shall not, nor shall permit any of its Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (dc) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (ed) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Borrower shall not, nor and shall not permit any of its Subsidiaries (except pursuant to the Merger) to, enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the property of the Borrower, or, in the case of a Subsidiary of the Borrower, the business or property of the Borrower and its Subsidiaries taken as a whole, whether now or hereafter acquired; provided that any such merger or consolidation shall be permitted if (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person corporation (and, in the case of any such transaction involving a Domestic Loan Partymerger or consolidation), the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more successor, if other Subsidiaries; providedthan the Borrower, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized and existing under the laws of the United StatesStates of America, any state State thereof or the District of Columbia; (i) any Subsidiary that is not a 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 Term Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party 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 Subsidiary (other than such merger or consolidation occurring on or after the Borrower) may liquidateEffective Date, wind upthe covenant contained in Section 5.03, dissolve calculated on a pro forma basis with respect to the twelve month period ending on such date, after giving effect to such merger or change its legal form if consolidation with respect to the Borrower determines in good faith or other obligor for the Advances and other obligations hereunder, shall be satisfied; and provided, further that such action is in the best interests 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 if not materially disadvantageous 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 Lenders; (d) so long as no Default or Event reasonable satisfaction of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedAgent.

Restriction on Fundamental Changes. The Borrower shall Loan Parties will not, nor shall and will not permit any of its their respective Restricted Subsidiaries (other than Excluded Subsidiaries) to, directly or indirectly: (A) unless and only to the extent required by law or as would not be reasonably expected to be materially adverse to the interests of Lenders, amend, modify or waive any term or provision of their respective articles of organization, operating agreements, management agreements, articles of incorporation, certificates of designations pertaining to preferred stock, by-laws, articles of formation or partnership agreement (provided that, 10 days prior notice will be delivered to Administrative Agent of any modification that results in a Loan Party, any Subsidiary of a Loan Party (other than an Excluded Subsidiary) or any entity whose equity interest is pledged by a Loan Party pursuant to the Pledge and Security Agreement opting into Article 8 of the UCC); (B) consummate any transaction of merger or consolidation, except that (i) merge any Subsidiary of Borrower may be merged with any Personor into Borrower (provided that, Borrower is the surviving entity), (ii) any Loan Party other than Borrower may merge or consolidate with any Person or other Loan Party other than Borrower, (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge merge, dissolve, liquidate or consolidate with or into any Loan Party, provided that, such Loan Party shall be the continuing or surviving corporation, (iv) any Restricted Subsidiary which is not a Loan Party may merge, dissolve, liquidate, consolidate with or into any other Restricted Subsidiary, (v) any Excluded Subsidiary may merge, dissolve, liquidate or consolidate with or into any other Subsidiary that is not a Loan Party Person, and (iivi) any Subsidiary Permitted Acquisition and Investment or any other Investment or Asset Disposition permitted hereunder may be structured as merger, consolidation or amalgamation; (C) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), except in connection with another transaction permitted under clause (B) above or any Asset Disposition permitted under Subsection 3.7; or (D) acquire by purchase or otherwise all or any substantial part of the business, assets or equity interests of or in any Person (whether by stock purchase or otherwise) other than the Borrower) may liquidate, wind up, dissolve pursuant to a Permitted Acquisition and Investment or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant hereunder; provided that 10 days after (or such earlier date, which need not be more than 10 days prior to, as is required to Section 8.3 (Investments); provided, however, that (imaintain the perfection or priority of Administrative Agent’s security interests) the continuing or surviving Person shall be a Subsidiaryeffective date of such merger, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a mergerconsolidation, dissolution, liquidation liquidation, or consolidation, amalgamation in the purpose case of which is to effect an Asset Sale permitted pursuant to Section 8.4 clause (Sale of AssetsB) or clause (C), may be effectedsuch acquisition in the case of clause (D), or such amendment, modification or waiver in the case of clause (A), Borrower shall provide notice and a copy thereof or the documentation relating thereto to Administrative Agent.

Restriction on Fundamental Changes. The Borrower shall not, nor and shall not permit any of its Subsidiaries to, enter into any transaction of amalgamation, merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its assets (including its notes or receivables or Capital Stock of a Subsidiary, whether newly issued or outstanding), whether now owned or hereafter acquired, except: (i) merge any Subsidiary of the Borrower may be amalgamated or merged with or into the Borrower or any Subsidiary Guarantor, or be liquidated, wound up or dissolved, provided that in such case the Borrower or such Subsidiary Guarantor shall be the continuing Person, ; (ii) consolidate with all or any Person part of the business, property or assets of any Subsidiary of the Borrower may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any Subsidiary Guarantor; (iii) liquidatein addition to clauses (i) and (ii) above, wind up any Person may be merged with or dissolve itselfinto the Borrower or any Subsidiary of the Borrower, except and the Borrower and/or Subsidiary of the Borrower may amalgamate with any such Person, if the acquisition of the Capital Stock of such Person by the Borrower or such Subsidiary would have been permitted pursuant to Section 9.3(d), provided that: (aA) any Subsidiary may merge in the case of a merger with (i) or into the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person Person; (and, B) in the case of any such transaction involving other merger, if a Domestic Loan PartySubsidiary is not the continuing Person, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any becomes a Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to complies with the Lenders;provisions of Section 9.6, and (dC) so long as no Default or Event of Default exists shall have occurred or would result therefrom, any Subsidiary may merge with any other Person in order to be continuing immediately after giving effect an Investment permitted pursuant to Section 8.3 thereto; (Investments); provided, however, that (iiv) the continuing or surviving Person shall be a Subsidiary, which together with each of Borrower may split its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments)common Capital Stock; andor (ev) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale otherwise expressly permitted pursuant to Section 8.4 (Sale of Assets), may be effectedby this Agreement.

Restriction on Fundamental Changes. The Borrower shall Loan Parties will not, nor shall and will not permit any of its their respective Restricted Subsidiaries (other than Excluded Subsidiaries) to, directly or indirectly: (A) unless and only to the extent required by law or as would not be reasonably expected to be materially adverse to the interests of Lenders, amend, modify or waive any term or provision of their respective articles of organization, operating agreements, management agreements, articles of incorporation, certificates of designations pertaining to preferred stock, by-lawsby-laws, articles of formation or partnership agreement (provided that, 10 days prior notice will be delivered to Administrative Agent of any modification that results in a Loan Party, any Subsidiary of a Loan Party (other than an Excluded Subsidiary) or any entity whose equity interest is pledged by a Loan Party pursuant to the Pledge and Security Agreement opting into Article 8 of the UCC); (B) consummate any transaction of merger or consolidation, except that (i) merge any Subsidiary of Borrower may be merged with any Personor into Borrower (provided that, Borrower is the surviving entity), (ii) any Loan Party other than Borrower may merge or consolidate with any Person or other Loan Party other than Borrower, (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge merge, dissolve, liquidate or consolidate with or into any Loan Party, provided that, such Loan Party shall be the continuing or surviving corporation, (iv) any Restricted Subsidiary which is not a Loan Party may merge, dissolve, liquidate, consolidate with or into any other Restricted Subsidiary, (v) any Excluded Subsidiary may merge, dissolve, liquidate or consolidate with or into any other Subsidiary that is not a Loan Party Person, and (iivi) any Subsidiary Permitted Acquisition and Investment or any other Investment or Asset Disposition permitted hereunder may be structured as merger, consolidation or amalgamation; (C) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), except in connection with another transaction permitted under clause (B) above or any Asset Disposition permitted under Subsection 3.7; or (D) acquire by purchase or otherwise all or any substantial part of the business, assets or equity interests of or in any Person (whether by stock purchase or otherwise) other than the Borrower) may liquidate, wind up, dissolve pursuant to a Permitted Acquisition and Investment or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant hereunder; provided that 10 days after (or such earlier date, which need not be more than 10 days prior to, as is required to Section 8.3 (Investments); provided, however, that (imaintain the perfection or priority of Administrative Agent’s security interests) the continuing or surviving Person shall be a Subsidiaryeffective date of such merger, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a mergerconsolidation, dissolution, liquidation liquidation, or consolidation, amalgamation in the purpose case of which is to effect an Asset Sale permitted pursuant to Section 8.4 clause (Sale of AssetsB) or clause (C), may be effectedsuch acquisition in the case of clause (D), or such amendment, modification or waiver in the case of clause (A), Borrower shall provide notice and a copy thereof or the documentation relating thereto to Administrative Agent.

Restriction on Fundamental Changes. The Borrower shall Loan Parties will not, nor shall and will not permit any of its their respective Subsidiaries to, directly or indirectly: (A) unless and only to the extent required by law or as would not be reasonably expected to be adverse to the interests of Lenders, amend, modify or waive any term or provision of its articles of organization, operating agreement, management agreements, articles of incorporation, certificates of designations pertaining to preferred stock or by-laws; or (B) enter into any transaction of merger or consolidation, except that (i) merge any Subsidiary of Borrower may be merged with any Personor into Borrower (provided that Borrower is the surviving entity), (ii) any Loan Party other than Borrower may merge or consolidate with any Person or other Loan Party other than Borrower, (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge merge, dissolve, liquidate, consolidate with or into any Loan Party, provided that such Loan Party shall be the continuing or surviving corporation, (iv) any Subsidiary which is not a Loan Party may merge, dissolve, liquidate, consolidate with or into any other Subsidiary that which is not a Loan Party and Party, (iiv) any Subsidiary Permitted Acquisition or any permitted Investment or Asset Disposition may be structured as merger, consolidation or amalgamation; (C) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), except in connection with another transaction permitted under clause (B) above; or (D) acquire by purchase or otherwise all or any substantial part of the business or assets of any Person or equity interests in any Person (whether by stock purchase or otherwise) other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith pursuant to a Permitted Acquisition; provided that such action is in the best interests of the Borrower and if not materially disadvantageous ten days prior to the Lenders; (d) so long as no Default or Event effective date of Default exists or would result therefromsuch merger, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a mergerconsolidation, dissolution, liquidation liquidation, or consolidationamalgamation in the case of clause (B) or clause (C), or such acquisition in the case of clause (D), and promptly following such amendment, modification or waiver in the case of clause (A), the purpose of which is Borrower shall provide written notice and a copy thereof or the documentation relating thereto to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedAdministrative Agent.

Restriction on Fundamental Changes. The No Borrower shall notshall, nor or shall permit any of its Subsidiaries Borrower Subsidiary to, (i) merge with enter into any Personmerger or consolidation, (ii) consolidate with any Person or (iii) liquidate, wind wind-up or dissolve itself(or suffer any liquidation or dissolution), except thator convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of such Person’s business or Property, whether now or hereafter acquired, except: (a) any Subsidiary may merge in connection with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment transactions permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness)9.02; (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that for a merger of (i) a Domestic Credit Party into a Domestic Borrower or a Foreign Credit Party into a Multicurrency Borrower, (ii) a Guarantor into another Guarantor, or (iii) any other Borrower Subsidiary into another Borrower Subsidiary, provided that if requested by the Administrative Agent or non-surviving entity was a Pledged Entity, the Required Lenders, Holdings Capital Stock of such surviving entity shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable be pledged to the Administrative Agent in accordance with Section 9.07 as if such surviving entity is a newly acquired entity; (it being agreed and (ii) understood that after giving effect to any merger, involving NMHG Holding or Hyster-Yale, all of the Capital Stock of NMHG shall have been pledged to the Administrative Agent pursuant to the Pledge Agreement); provided further, if the non-surviving entity had pledged the Capital Stock of a Pledged Entity, the Person owning such Capital Stock of such Pledged Entity following such merger does not result in the Borrower ceasing to be shall execute and deliver a corporation organized under the laws Pledge Agreement pledging such Capital Stock of the United States, Pledged Entity to the Administrative Agent; provided that the documents governing such merger are satisfactory to the Administrative Agent; and (c) any state thereof or of the District of Columbia;following: (i) any dissolution or liquidation of the assets and liabilities of a Domestic Credit Party (that is not a Borrower) into another Domestic Credit Party; (ii) any dissolution or liquidation of the assets and liabilities of a Foreign Credit Party (that is not a Borrower) into another Foreign Credit Party; (iii) any dissolution or liquidation of the assets and liabilities of a Foreign Credit Party into a Domestic Credit Party; or (iv) any dissolution or liquidation of the assets and liabilities of any Borrower Subsidiary that is not a Loan Credit Party may merge into another Borrower Subsidiary or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidateCredit Party, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event as, in any case of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that clauses (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 through (Additional Collateral and Guarantiesiv) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.above:

Restriction on Fundamental Changes. The Borrower shall Each of Group and each of the Borrowers will not, nor shall and will not permit any of its respective Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person Person, dissolve, acquire all or (iii) liquidatesubstantially all of the Stock or Stock Equivalents of any Person, wind up acquire all or dissolve itselfsubstantially all of the assets constituting a business, division, branch or other unit of operation or trademark of any Person, enter into any joint venture or partnership with any Person, or acquire or create any Subsidiary, except that: (a) any Subsidiary Warnaco Entity may merge into or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction)any Loan Party; provided, however, that the Borrower shall be the continuing or surviving Person (andthat, in the case of any such transaction involving a Domestic Loan Partymerger or consolidation, the continuing Person formed by such merger or surviving Person consolidation shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party and, if any of the Borrower, the CK Borrower or the Swimwear Borrower is merging with another Subsidiarya party to any such merger or consolidation, (A) a Loan Party then the Borrower, CK Borrower or Swimwear Borrower shall be the continuing surviving entity of such merger or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness)consolidation; (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary Warnaco Entity that is not a Loan Party may merge into or consolidate with or into any other Subsidiary Warnaco Entity that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidateParty; provided, wind uphowever, dissolve or change its legal form if the Borrower determines in good faith that such action is that, in the best interests case of any such merger or consolidation, the Borrower and if not materially disadvantageous to the LendersPerson formed by such merger or consolidation shall be a Wholly Owned Subsidiary of Group; (dc) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary Warnaco Entity may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments)form a new Wholly Owned Subsidiary; provided, however, that if a Domestic Subsidiary is formed, such Domestic Subsidiary shall become a Loan Party; (id) any Warnaco Entity which is inactive or dormant (meaning that on the continuing or surviving Person shall be date of determination and on a Subsidiary, which together consolidated basis with each of its Subsidiaries, it has assets with an aggregate Fair Market Value of less than $100,000) may be dissolved, provided that if such Warnaco Entity is a Loan Party, all assets distributed upon dissolution shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) be distributed to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments)another Loan Party; and (e) so long as no Default any Warnaco Entity may consummate any Investment permitted under Section 7.3, including any Permitted Acquisition or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to by Section 8.4 (Sale of Assets), may be effected7.4.

Restriction on Fundamental Changes. The (i) No Borrower shall notwill, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, and no Borrower will sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets on a consolidated basis (in each case, whether now owned or hereafter acquired), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall permit have occurred and be continuing, (A) any Restricted Subsidiary of any Borrower may merge into any Borrower in a transaction in which such Borrower is the surviving corporation; (B) any Restricted Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party; 96 WEIL:\98721861\10\35899.0596 (C) any Person may merge with or into any Loan Party or any of its Restricted Subsidiaries to, (i) merge in connection with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (andPermitted Acquisition so long as, in the case of a merger involving any such transaction involving a Domestic Loan Party, such Loan Party is the continuing surviving entity; (D) any Restricted Subsidiary may (x) sell, transfer, lease or otherwise dispose of its assets to any Borrower or to another Restricted Subsidiary, (y) be dissolved or liquidated into another Loan Party; provided, that the surviving Person shall be organized under is a Loan Party and (z) otherwise have their existence terminated to the laws extent that the assets of any state of the United States of America or the District of Columbia) or (ii) any such Restricted Subsidiary are distributed, upon such termination, to one or more other Borrowers or Restricted Subsidiaries; provided, however, that when to the extent that any Subsidiary assets that is a Loan Party is merging with another Subsidiary, (A) are distributed by a Loan Party shall be the continuing distributed to another Loan Party (or surviving another Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”who concurrently becomes a Loan Party); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (iE) any Restricted Subsidiary that is not a Loan Party may merge liquidate or consolidate with or into any other Subsidiary that is not a dissolve if the Loan Party and (ii) any which owns such Restricted Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action liquidation or dissolution is in the best interests of the Borrower such Loan Party and if is not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, howeverthat any such merger involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04(d). Notwithstanding anything to the contrary in the foregoing, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each Borrower and each of its SubsidiariesRestricted Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.04(c) at a future time; provided, that such agreement shall have complied be conditioned on (1) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 7.11 9.01 or (Additional Collateral 2) the satisfaction and Guarantiesdischarge of all outstanding Obligations under this Agreement and the other Loan Documents; provided, further that such agreement shall (x) not contain any provision imposing fees or damages on any Borrower or any of its respective Restricted Subsidiaries for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time. (ii) No Borrower will, nor will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the extent constituting an Investmenttype conducted by Livent and its Restricted Subsidiaries on the date of execution of this Agreement and businesses which are, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); andthe good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof. (eiii) so long as no Default or Event Livent and each of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedits Restricted Subsidiaries will not change their respective Fiscal Year.