Common use of Restriction on Fundamental Changes Clause in Contracts

Restriction on Fundamental Changes. Change its name, change the nature of its business, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business or Assets, whether now owned or hereafter acquired, or acquire any business or Assets from, or capital stock of, or be a party to any acquisition of, any other Person except for purchases of inventory and other property to be sold or used in the ordinary course of business. Notwithstanding the foregoing provisions of this Section: (a) a Loan Party or any of its Subsidiaries may sell or otherwise transfer Assets in accordance with the provisions of Section 6.6 hereof; (b) a Loan Party or any of its Subsidiaries may make Investments in accordance with the provisions of Section 6.3 hereof; (c) a Loan Party or any of its Subsidiaries may acquire any business or Assets (other than Investments permitted under clause (b) above) from any Person to the extent that (i) the Distribution by the Borrower of the cash, Cash Equivalents or other Assets used to fund such acquisition would not have violated this Agreement and (ii) such acquisition would not otherwise result in an Event of Default or an Unmatured Event of Default; (d) a Loan Party or any of its Subsidiaries may change its name or corporate, partnership or limited liability structure so long as, in the case of any change by a Loan Party, the Borrower provides written notice thereof to the Agents on or before the date that is 45 days after the date when such name or structure change occurs; (e) any Person may merge, consolidate or reorganize with and into a Loan Party or any Subsidiary, provided that (i) if such transaction involves a Loan Party, a Loan Party is the sole surviving entity of such merger, consolidation or reorganization and on or prior to the consummation of such merger, consolidation or reorganization, such Loan Party expressly reaffirms its Obligations, if any, to the Lender Group under this Agreement and the other Loan Documents to which it is a party (provided, in the case of any Loan Party other than the Borrower, such reaffirmation may be provided within 5 Business Days of the consummation of such transaction), and (ii) the consummation of such merger, consolidation or reorganization does not result in a Change of Control Event; and (f) any Subsidiary may liquidate, wind-up or dissolve, in each case, in the ordinary course of business, consistent with past practice and to the extent not otherwise material to the Borrower and its Subsidiaries; provided that all of the proceeds of such liquidation, winding up or dissolution allocable to the direct or indirect ownership in such Subsidiary of the Borrower or any other Loan Party are distributed to the direct or indirect holder of such Subsidiary’s Securities (pro rata based on ownership at the time of such liquidation, wind-up or dissolution) or to a Loan Party or a wholly owned Subsidiary of a Loan Party.

Restriction on Fundamental Changes. Change its name, change the nature of its business, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or Assets, whether now owned or hereafter acquiredacquired (each, or acquire any business or Assets from, or capital stock of, or be a party to any acquisition of, any other Person except for purchases of inventory and other property to be sold or used in the ordinary course of business. Notwithstanding the foregoing provisions of this Section“Fundamental Change”) except: (a) a Loan Party Borrower or any of its Subsidiaries may sell or otherwise transfer Assets in accordance with the provisions of Section 6.6 hereof6.6; (b) a Loan Party or any of its Subsidiaries may make Investments in accordance with the provisions of Section 6.3 hereof; (c) a Loan Party or any of its Subsidiaries may acquire any business or Assets (other than Investments permitted under clause (b) above) from any Person to the extent that (i) the Distribution by the Borrower of the cash, Cash Equivalents or other Assets used to fund such acquisition would not have violated this Agreement and (ii) such acquisition would not otherwise result in an Event of Default or an Unmatured Event of Default; (d) a Loan Party or any of its Subsidiaries may change its name or corporate, partnership or limited liability structure so long as, in as (i) the case of any change by a Loan Party, the Borrower provides Parties provide written notice thereof (together with copies of any documents evidencing any such change) to the Agents on or before the date that is 45 10 Business Days prior to the date when such name or structure change occurs and (ii) any other Subsidiaries of the Borrower provide written notice thereof (together with copies of any documents evidencing any such change) to the Agents on or before the date that is 30 days after the date when such name or structure change occurs;; and (ec) the conveyance, sale, assignment, lease, transfer, or other disposal of all or any Person may mergesubstantial part of its business or Collateral, consolidate merger, consolidation or reorganize reorganization of any Person, on the one hand, with and into a Loan Party the Borrower or any Subsidiaryof its Subsidiaries, provided that (i) if such transaction involves a Loan Partythe Lender Group’s rights in any Assets, a Loan Party is including, without limitation, the sole surviving entity existence, perfection and priority of such mergerany Lien thereon, consolidation or reorganization and on or prior to the consummation of are not adversely affected by such merger, consolidation or reorganization, (ii) upon the consummation of such Loan Party conveyance, sale, assignment, lease, transfer, or other disposal of all or any substantial part of its business or Assets, merger, consolidation or reorganization, the Borrower and any applicable Subsidiary expressly reaffirms its Obligations, if any, Obligations to the Lender Group under this Agreement and the other Loan Documents to which it is a party (provided, in the case of any Loan Party other than the Borrower, such reaffirmation may be provided within 5 Business Days of the consummation of such transaction), and (iiiii) the consummation of such merger, consolidation or reorganization does acts do not result in a Change of Control Event; and (f) any Subsidiary may liquidate, wind-up or dissolve, in each case, in the ordinary course of business, consistent with past practice and to the extent not otherwise material to the Borrower and its Subsidiaries; provided that all of the proceeds of such liquidation, winding up or dissolution allocable to the direct or indirect ownership in such Subsidiary of the Borrower or any other Loan Party are distributed to the direct or indirect holder of such Subsidiary’s Securities (pro rata based on ownership at the time of such liquidation, wind-up or dissolution) or to a Loan Party or a wholly owned Subsidiary of a Loan Party.

Restriction on Fundamental Changes. Change its name, change the nature of its business, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business or Assets, whether now owned or hereafter acquired, or acquire any business or Assets from, or capital stock of, or be a party to any acquisition of, any other Person except for purchases of inventory and purchases, not constituting Investments, of other property to be sold or used in the ordinary course of business. Notwithstanding the foregoing provisions of this Section: (a) a Loan Party or any of its Subsidiaries Subsidiary may sell or otherwise transfer Assets (including any such transfer effected by means of a merger or consolidation) in accordance with the provisions of Section 6.6 6.7 hereof; (b) a Loan Party or any of its Subsidiaries Subsidiary may make Investments (including any such Investment effected by means of a merger or consolidation) in accordance with the provisions of Section 6.3 hereof; (ca) a Loan Party or any of its Subsidiaries Subsidiary may acquire any business or Assets (other than Investments Investments, which for the avoidance of doubt, may be permitted under clause (b) above) from any Person to the extent that (i) the Distribution by the Borrower of the cash, Cash Equivalents or other Assets used to fund such acquisition would not have violated this Agreement and (ii) such acquisition would not otherwise result in an Event of Default or an Unmatured Event of Default; (dc) a Loan Party or any of its Subsidiaries Subsidiary may change its name or corporate, partnership or limited liability structure so long as, in the case of any change by a Loan Party, the Borrower provides written notice thereof to the Agents on or before the date that such change is 45 days after the date when such name or structure change occurspermitted under Section 5.2(m); (ed) any Person may merge, consolidate or reorganize with and into a Loan Party or any Subsidiary, ; provided that (i) if such transaction involves a Loan Party, a Loan Party is the sole surviving entity of such merger, consolidation or reorganization and on or prior to reorganization, (ii) if such transaction involves the consummation Borrower, the Borrower is the sole surviving entity of such merger, consolidation or reorganization, such Loan Party expressly reaffirms its Obligations, if any, to the Lender Group under this Agreement and the other Loan Documents to which it is a party (provided, in the case of any Loan Party other than the Borrower, such reaffirmation may be provided within 5 Business Days of the consummation of such transaction), and (iiiii) the consummation of such merger, consolidation or reorganization does not result in a Change of Control EventControl; and (fe) any Subsidiary may liquidate, wind-up or dissolve, in each case, in the ordinary course of business, consistent with past practice and to the extent not otherwise material to the Borrower and its Subsidiaries; provided that all of the proceeds of such liquidation, winding up or dissolution allocable to the direct or indirect ownership in such Subsidiary of the Borrower or any other Loan Party are distributed to the direct or indirect holder of such Subsidiary’s Securities (pro rata based on ownership at the time of such liquidation, wind-up or dissolution) or to a Loan Party or a wholly owned Subsidiary of a Loan Party.

Restriction on Fundamental Changes. Change its name, change the nature of its business, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business or Assets, whether now owned or hereafter acquired, or acquire any business or Assets from, or capital stock of, or be a party to any acquisition of, any other Person except for purchases of inventory and other property to be sold or used in the ordinary course of business. Notwithstanding the foregoing provisions of this Section: (a) a Loan Party or any of its Subsidiaries may sell or otherwise transfer Assets in accordance with the provisions of Section 6.6 hereof; (b) a Loan Party or any of its Subsidiaries may make Investments in accordance with the provisions of Section 6.3 hereof; (c) a Loan Party or any of its Subsidiaries may acquire any business or Assets (other than Investments permitted under clause (b) above) from any Person to the extent that (i) the Distribution by the Borrower of the cash, Cash Equivalents or other Assets used to fund such acquisition would not have violated this Agreement and (ii) such acquisition would not otherwise result in an Event of Default or an Unmatured Event of Default; (d) a Loan Party or any of its Subsidiaries may change its name or corporate, partnership or limited liability structure so long as, in the case of any change by a Loan Party, the Borrower provides written notice thereof to the Agents Agent on or before the date that is 45 days after the date when such name or structure change occurs; (e) any Person may merge, consolidate or reorganize with and into a Loan Party or any Subsidiary, provided that (i) if such transaction involves a Loan Party, a Loan Party is the sole surviving entity of such merger, consolidation or reorganization and on or prior to the consummation of such merger, consolidation or reorganization, such Loan Party expressly reaffirms its Obligations, if any, to the Lender Group under this Agreement and the other Loan Documents to which it is a party (provided, in the case of any Loan Party other than the Borrower, such reaffirmation may be provided within 5 Business Days of the consummation of such transaction), and (ii) the consummation of such merger, consolidation or reorganization does not result in a Change of Control Event; and (f) any Subsidiary may liquidate, wind-up or dissolve, in each case, in the ordinary course of business, consistent with past practice and to the extent not otherwise material to the Borrower and its Subsidiaries; provided that all of the proceeds of such liquidation, winding up or dissolution allocable to the direct or indirect ownership in such Subsidiary of the Borrower or any other Loan Party are distributed to the direct or indirect holder of such Subsidiary’s Securities (pro rata based on ownership at the time of such liquidation, wind-up or dissolution) or to a Loan Party or a wholly owned Subsidiary of a Loan Party.

Restriction on Fundamental Changes. Change The Loan Parties will not, and will not permit their respective Subsidiaries to, directly or indirectly: (A) unless and only to the extent required by Applicable Law or as would not be reasonably expected to be adverse to the interests of the Lenders in any respect other than an immaterial respect, 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 30 days prior (or such later date as specified by Administrative Agent in writing in its name, change sole discretion) notice will be delivered to Administrative Agent of any modification subject to Section 4.2 of the nature of its business, enter into any merger, consolidation, reorganization, Pledge and Security Agreement or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or convey, sell, assign, lease, transfer, or otherwise dispose of, that results in one transaction or a series of transactions, all or any part of its business or Assets, whether now owned or hereafter acquired, or acquire any business or Assets from, or capital stock of, or be a party to any acquisition ofLoan Party, any other Person except for purchases Subsidiary of inventory and other property to be sold or used in the ordinary course of business. Notwithstanding the foregoing provisions of this Section: (a) a Loan Party or any of its Subsidiaries may sell or otherwise transfer Assets in accordance with the provisions of Section 6.6 hereof; (b) entity whose equity interest is pledged by a Loan Party or any of its Subsidiaries may make Investments in accordance with the provisions of Section 6.3 hereof; (c) a Loan Party or any of its Subsidiaries may acquire any business or Assets (other than Investments permitted under clause (b) above) from any Person pursuant to the extent that Pledge and Security Agreement opting into Article 8 of the Uniform Commercial Code); (B) enter into any transaction of merger or consolidation, except that, (i) any Guarantor may be merged with or into Borrower (provided that Borrower is the Distribution by the Borrower of the cashsurviving entity), Cash Equivalents or other Assets used to fund such acquisition would not have violated this Agreement and (ii) such acquisition would not otherwise result in an Event of Default any Guarantor may merge or an Unmatured Event of Default; consolidate with any other Guarantor, (d) a Loan Party or any of its Subsidiaries may change its name or corporate, partnership or limited liability structure so long as, in the case of any change by a Loan Party, the Borrower provides written notice thereof to the Agents on or before the date that is 45 days after the date when such name or structure change occurs; (eiii) any Person Excluded Subsidiary may merge, merge or consolidate or reorganize with and into a Loan Party or any other Excluded Subsidiary, provided that (i) if such transaction involves a Loan Party, a Loan Party is the sole surviving entity of such merger, consolidation or reorganization and on or prior to the consummation of such merger, consolidation or reorganization, such Loan Party expressly reaffirms its Obligations, if any, to the Lender Group under this Agreement and the other Loan Documents to which it is a party (provided, in the case of any Loan Party other than the Borrower, such reaffirmation may be provided within 5 Business Days of the consummation of such transaction), and (ii) the consummation of such merger, consolidation or reorganization does not result in a Change of Control Event; and (fiv) any Subsidiary Asset Disposition permitted under Subsection 3.7 may be structured as mergers, consolidations or amalgamations; (C) liquidate, wind-up or dissolvedissolve itself (or suffer any liquidation or dissolution), except in each caseconnection 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 any Investment permitted hereunder; provided that, 30 days prior (or such later date as specified by Administrative Agent in writing in its sole discretion) to the effective date of such merger, consolidation, dissolution, liquidation, or amalgamation in the ordinary course case of business, consistent with past practice and to the extent not otherwise material to the Borrower and its Subsidiaries; provided that all of the proceeds of such liquidation, winding up or dissolution allocable to the direct or indirect ownership in such Subsidiary of the Borrower or any other Loan Party are distributed to the direct or indirect holder of such Subsidiary’s Securities clause (pro rata based on ownership at the time of such liquidation, wind-up or dissolutionB) 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), Borrower shall provide notice and, if requested by Administrative Agent, a copy thereof or the documentation relating thereto to a Loan Party or a wholly owned Subsidiary of a Loan PartyAdministrative Agent.

Restriction on Fundamental Changes. Change its name, change the nature of its business, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or Assets, whether now owned or hereafter acquired, or acquire any business or Assets from, or capital stock of, or be a party to any acquisition of, any other Person except for purchases of inventory and other property to be sold or used in the ordinary course of business. Notwithstanding the foregoing provisions of this Sectionacquired except: (a) a any Loan Party or any Subsidiary of its Subsidiaries any Loan Party may sell or otherwise transfer dispose of Assets in accordance with the provisions of Section 6.6 hereof; (b) a upon not less than thirty (30) days prior written notice to Lender, any Loan Party or Subsidiary of any of Loan Party may change its Subsidiaries may make Investments in accordance with the provisions of Section 6.3 hereofname; (c) any Subsidiary of a Loan Party Borrower may merge with a Borrower; provided that such Borrower shall be the continuing or any of its Subsidiaries may acquire any business or Assets (other than Investments permitted under clause (b) above) from any surviving Person to the extent that (i) the Distribution by the Borrower of the cash, Cash Equivalents or other Assets used to fund in connection with such acquisition would not have violated this Agreement and (ii) such acquisition would not otherwise result in an Event of Default or an Unmatured Event of Defaultmerger; (d) any Subsidiary of a Loan Party Borrower may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of its Subsidiaries may change its name or corporate, partnership or limited liability structure so long as, in the case of any change by a Loan Party, the Borrower provides written notice thereof to the Agents on or before the date that is 45 days after the date when such name or structure change occurs; (e) any Person may merge, consolidate or reorganize with and into a Loan Party or any SubsidiaryBorrower, provided that (i) if such transaction involves a Loan Partyany wholly-owned, a Loan Party directly or indirectly, Subsidiary is merging, consolidating, combining or amalgamating with or into another Subsidiary, the sole continuing or surviving entity of shall be, immediately after such merger, consolidation or reorganization and on or prior to the consummation of such mergeramalgamation, consolidation or reorganizationcombination, such Loan Party expressly reaffirms its Obligationsa wholly-owned, if anydirect or indirect, to the Lender Group under this Agreement and the other Loan Documents to which it is a party (provided, in the case of any Loan Party other than the Borrower, such reaffirmation may be provided within 5 Business Days of the consummation of such transaction)Subsidiary, and (ii) the consummation of if such merger, amalgamation or consolidation involves a Borrower, such Borrower shall be the continuing or reorganization does not surviving entity; (e) any Subsidiary of a Loan Party (other than a Borrower) may sell or dispose of all or any part of its assets (whether as a contribution to capital, dividend, upon voluntary liquidation or otherwise), provided that the transferee is a Loan Party (whether at the time or as a result in a Change of Control Event; andthe transfer); (f) any Subsidiary may liquidate, wind-up or dissolve, in each case, in the ordinary course of business, consistent with past practice and to the extent not otherwise material to the Borrower and its Subsidiaries; provided that all of the proceeds of such liquidation, winding up or dissolution allocable to the direct or indirect ownership in such Subsidiary of the Borrower or any other Loan Party are distributed to the direct or indirect holder of such Subsidiary’s Securities (pro rata based on ownership at the time of such liquidation, wind-up or dissolution) or to its Subsidiary that is a Loan Party or may consummate a wholly owned Subsidiary of a Loan Party.Permitted Acquisition. DB2/ 43206048.6

Restriction on Fundamental Changes. Change its name, change the nature of its business, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business or Assets, whether now owned or hereafter acquired, or acquire any business or Assets from, or capital stock of, or be a party to any acquisition of, any other Person except for purchases of inventory and other property to be sold or used in the ordinary course of business. Notwithstanding the foregoing provisions of this Section: (a) a Loan Party or any of its Subsidiaries SubsidiariesRestricted Subsidiary may sell or otherwise transfer Assets in accordance with the provisions of Section 6.6 6.7 hereof; (b) a Loan Party or any of its Subsidiaries SubsidiariesRestricted Subsidiary may make Investments in accordance with the provisions of Section 6.3 hereof; (c) a Loan Party or any of its Subsidiaries SubsidiariesRestricted Subsidiary may acquire any business or Assets (other than Investments Investments, which for the avoidance of doubt, may be permitted under clause (b) above) from any Person to the extent that (i) the Distribution by the Borrower of the cash, Cash Equivalents or other Assets used to fund such acquisition would not have violated this Agreement and (ii) such acquisition would not otherwise result in an Event of Default or an Unmatured Event of Default; (d) a Loan Party or any of its Subsidiaries SubsidiariesRestricted Subsidiary may change its name or corporate, partnership or limited liability structure so long as, in the case of any change by a Loan Party, the Borrower Administrative Entity provides written notice thereof to the Agents Agent on or before the date that is 45 days after the date when such name or structure change occurs; (e) any Person may merge, consolidate or reorganize with and into a Loan Party or any Restricted Subsidiary, provided that (i) if such transaction involves a Loan Party, a Loan Party is the sole surviving entity of such merger, consolidation or reorganization and on or prior to the consummation of such merger, consolidation or reorganization, such Loan Party expressly reaffirms its Obligations, if any, to the Lender Group under this Agreement and the other Loan Documents to which it is a party (provided, in the case of any Loan Party other than the Borrower, such reaffirmation may be provided within 5 Business Days of the consummation of such transaction), and (ii) the consummation of such merger, consolidation or reorganization does not result in a Change of Control Event; and (f) any Restricted Subsidiary may liquidate, wind-up or dissolve, in each case, in the ordinary course of business, consistent with past practice and to the extent not otherwise material to the Borrower Loan Parties and its their Restricted Subsidiaries; provided that all of the proceeds of such liquidation, winding up or dissolution allocable to the direct or indirect ownership in such Subsidiary of the Borrower or any other Loan Party are distributed to the direct or indirect holder of such Subsidiary’s Securities (pro rata based on ownership at the time of such liquidation, wind-up or dissolution) or to a Loan Party or a wholly owned Subsidiary of a Loan Party.

Restriction on Fundamental Changes. Change its name, change the nature of its business, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business or Assets, whether now owned or hereafter acquired, or acquire any business or Assets from, or capital stock of, or be a party to any acquisition of, any other Person except for purchases of inventory and other property to be sold or used in the ordinary course of business. Notwithstanding the foregoing provisions of this Section: (a) a Loan Party or any of its Subsidiaries Restricted Subsidiary may sell or otherwise transfer Assets in accordance with the provisions of Section 6.6 6.7 hereof; (b) a Loan Party or any of its Subsidiaries Restricted Subsidiary may make Investments in accordance with the provisions of Section 6.3 hereof; (c) a Loan Party or any of its Subsidiaries Restricted Subsidiary may acquire any business or Assets (other than Investments Investments, which for the avoidance of doubt, may be permitted under clause (b) above) from any Person to the extent that (i) the Distribution by the Borrower of the cash, Cash Equivalents or other Assets used to fund such acquisition would not have violated this Agreement and (ii) such acquisition would not otherwise result in an Event of Default or an Unmatured Event of Default; (d) a Loan Party or any of its Subsidiaries Restricted Subsidiary may change its name or corporate, partnership or limited liability structure so long as, in the case of any change by a Loan Party, the Borrower Administrative Entity provides written notice thereof to the Agents Agent on or before the date that is 45 days after the date when such name or structure change occurs; (e) any Person may merge, consolidate or reorganize with and into a Loan Party or any Restricted Subsidiary, provided that (i) if such transaction involves a Loan Party, a Loan Party is the sole surviving entity of such merger, consolidation or reorganization and on or prior to the consummation of such merger, consolidation or reorganization, such Loan Party expressly reaffirms its Obligations, if any, to the Lender Group under this Agreement and the other Loan Documents to which it is a party (provided, in the case of any Loan Party other than the Borrower, such reaffirmation may be provided within 5 Business Days of the consummation of such transaction), and (ii) the consummation of such merger, consolidation or reorganization does not result in a Change of Control Event; and (f) any Restricted Subsidiary may liquidate, wind-up or dissolve, in each case, in the ordinary course of business, consistent with past practice and to the extent not otherwise material to the Borrower Loan Parties and its their Restricted Subsidiaries; provided that all of the proceeds of such liquidation, winding up or dissolution allocable to the direct or indirect ownership in such Subsidiary of the Borrower or any other Loan Party are distributed to the direct or indirect holder of such Subsidiary’s Securities (pro rata based on ownership at the time of such liquidation, wind-up or dissolution) or to a Loan Party or a wholly owned Subsidiary of a Loan Party.

Restriction on Fundamental Changes. Change its name, change the nature of its business, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business or Assets, whether now owned or hereafter acquired, or acquire any business or Assets from, or capital stock of, or be a party to any acquisition of, any other Person except for purchases of inventory and other property to be sold or used in the ordinary course of business. Notwithstanding the foregoing provisions of this Section: (a) a Loan Party or any of its Subsidiaries may sell or otherwise transfer Assets in accordance with the provisions of Section 6.6 6.7 hereof; (b) a Loan Party or any of its Subsidiaries may make Investments in accordance with the provisions of Section 6.3 hereof; (c) a Loan Party or any of its Subsidiaries may acquire any business or Assets (other than Investments Investments, which for the avoidance of doubt, may be permitted under clause (b) above) from any Person to the extent that (i) the Distribution by the Borrower of the cash, Cash Equivalents or other Assets used to fund such acquisition would not have violated this Agreement and (ii) such acquisition would not otherwise result in an Event of Default or an Unmatured Event of Default; (d) a Loan Party or any of its Subsidiaries may change its name or corporate, partnership or limited liability structure so long as, in the case of any change by a Loan Party, the Borrower Administrative Entity provides written notice thereof to the Agents Agent on or before the date that is 45 days after the date when such name or structure change occurs; (e) any Person may merge, consolidate or reorganize with and into a Loan Party or any Subsidiary, provided that (i) if such transaction involves a Loan Party, a Loan Party is the sole surviving entity of such merger, consolidation or reorganization and on or prior to the consummation of such merger, consolidation or reorganization, such Loan Party expressly reaffirms its Obligations, if any, to the Lender Group under this Agreement and the other Loan Documents to which it is a party (provided, in the case of any Loan Party other than the Borrower, such reaffirmation may be provided within 5 Business Days of the consummation of such transaction), and (ii) the consummation of such merger, consolidation or reorganization does not result in a Change of Control Event; and (f) any Subsidiary may liquidate, wind-up or dissolve, in each case, in the ordinary course of business, consistent with past practice and to the extent not otherwise material to the Borrower PTP and its itsthe Loan Parties and their Subsidiaries; provided that all of the proceeds of such liquidation, winding up or dissolution allocable to the direct or indirect ownership in such Subsidiary of the Borrower or any other Loan Party are distributed to the direct or indirect holder of such Subsidiary’s Securities (pro rata based on ownership at the time of such liquidation, wind-up or dissolution) or to a Loan Party or a wholly owned Subsidiary of a Loan Party.

Restriction on Fundamental Changes. Change its name, change the nature of its business, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or Assets, whether now owned or hereafter acquiredacquired (each, or acquire any business or Assets from, or capital stock of, or be a party to any acquisition of, any other Person except for purchases of inventory and other property to be sold or used in the ordinary course of business. Notwithstanding the foregoing provisions of this Section“Fundamental Change”) except: (a) a Loan Party Borrower or any of its Subsidiaries may sell or otherwise transfer Assets in accordance with the provisions of Section 6.6 hereof6.6; (b) a Loan Party or any of its Subsidiaries may make Investments in accordance with the provisions of Section 6.3 hereof; (c) a Loan Party or any of its Subsidiaries may acquire any business or Assets (other than Investments permitted under clause (b) above) from any Person to the extent that (i) the Distribution by the Borrower of the cash, Cash Equivalents or other Assets used to fund such acquisition would not have violated this Agreement and (ii) such acquisition would not otherwise result in an Event of Default or an Unmatured Event of Default; (d) a Loan Party or any of its Subsidiaries may change its name or corporate, partnership or limited liability structure so long as, in as (i) the case of any change by a Loan Party, the Borrower provides Parties provide written notice thereof (together with copies of any documents evidencing any such change) to the Agents on or before the date that is 45 ten (10) Business Days prior to the date when such name or structure change occurs and (ii) any other Subsidiaries of the Borrower provide written notice thereof (together with copies of any documents evidencing any such change) to the Agents on or before the date that is thirty (30) days after the date when such name or structure change occurs;; and (ec) the conveyance, sale, assignment, lease, transfer, or other disposal of all or any Person may mergesubstantial part of its business or Collateral, consolidate merger, consolidation or reorganize reorganization of any Person, on the one hand, with and into a Loan Party the Borrower or any Subsidiaryof its Subsidiaries, provided that (i) if such transaction involves a Loan Partythe Lender Group’s rights in any Assets, a Loan Party is including, without limitation, the sole surviving entity existence, perfection and priority of such mergerany Lien thereon, consolidation or reorganization and on or prior to the consummation of are not adversely affected by such merger, consolidation or reorganization, (ii) upon the consummation of such Loan Party conveyance, sale, assignment, lease, transfer, or other disposal of all or any substantial part of its business or Assets, merger, consolidation or reorganization, the Borrower and any applicable Subsidiary expressly reaffirms its Obligations, if any, Obligations to the Lender Group under this Agreement and the other Loan Documents to which it is a party (provided, in the case of any Loan Party other than the Borrower, such reaffirmation may be provided within 5 Business Days of the consummation of such transaction), and (iiiii) the consummation of such merger, consolidation or reorganization does acts do not result in a Change of Control Event; and (f) any Subsidiary may liquidate, wind-up or dissolve, in each case, in the ordinary course of business, consistent with past practice and to the extent not otherwise material to the Borrower and its Subsidiaries; provided that all of the proceeds of such liquidation, winding up or dissolution allocable to the direct or indirect ownership in such Subsidiary of the Borrower or any other Loan Party are distributed to the direct or indirect holder of such Subsidiary’s Securities (pro rata based on ownership at the time of such liquidation, wind-up or dissolution) or to a Loan Party or a wholly owned Subsidiary of a Loan Party.

Restriction on Fundamental Changes. Change its name, change the nature of its business, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business or Assets, whether now owned or hereafter acquired, or acquire any business or Assets from, or capital stock of, or be a party to any acquisition of, any other Person except for purchases of inventory and other property to be sold or used in the ordinary course of business. Notwithstanding the foregoing provisions of this Section: (a) a Loan Party or any of its Subsidiaries may sell or otherwise transfer Assets in accordance with the provisions of Section 6.6 6.7 hereof; (b) a Loan Party or any of its Subsidiaries may make Investments in accordance with the provisions of Section 6.3 hereof; (c) a Loan Party or any of its Subsidiaries may acquire any business or Assets (other than Investments Investments, which for the avoidance of doubt, may be permitted under clause (b) above) from any Person to the extent that (i) the Distribution by the Borrower of the cash, Cash Equivalents or other Assets used to fund such acquisition would not have violated this Agreement and (ii) such acquisition would not otherwise result in an Event of Default or an Unmatured Event of Default; (d) a Loan Party or any of its Subsidiaries may change its name or corporate, partnership or limited liability structure so long as, in the case of any change by a Loan Party, the Borrower Administrative Entity provides written notice thereof to the Agents Agent on or before the date that is 45 days after the date when such name or structure change occurs; (e) any Person may merge, consolidate or reorganize with and into a Loan Party or any Subsidiary, provided that (i) if such transaction involves a Loan Party, a Loan Party is the sole surviving entity of such merger, consolidation or reorganization and on or prior to the consummation of such merger, consolidation or reorganization, such Loan Party expressly reaffirms its Obligations, if any, to the Lender Group under this Agreement and the other Loan Documents to which it is a party (provided, in the case of any Loan Party other than the Borrower, such reaffirmation may be provided within 5 Business Days of the consummation of such transaction), and (ii) the consummation of such merger, consolidation or reorganization does not result in a Change of Control Event; and (f) any Subsidiary may liquidate, wind-up or dissolve, in each case, in the ordinary course of business, consistent with past practice and to the extent not otherwise material to the Borrower PTP and its Subsidiaries; provided that all of the proceeds of such liquidation, winding up or dissolution allocable to the direct or indirect ownership in such Subsidiary of the Borrower or any other Loan Party are distributed to the direct or indirect holder of such Subsidiary’s Securities (pro rata based on ownership at the time of such liquidation, wind-up or dissolution) or to a Loan Party or a wholly owned Subsidiary of a Loan Party.

Restriction on Fundamental Changes. Change its nameExcept in connection with Investments in Permitted Acquisitions made pursuant to Section 8.3 (Investments) and Asset Sales expressly permitted under Section 8.4 (Sale of Assets), change the nature of its businessParent shall not, nor shall it permit Borrower or any Restricted Subsidiary to, enter into any merger, transaction of merger or consolidation, reorganizationor liquidate, wind-up or recapitalization, dissolve itself (or reclassify its partnership interests (whether limited suffer any liquidation or general) or membership interests, as applicabledissolution), or convey, sell, assignlease or sub-lease (as lessor or sublessor), leaseexchange, transfer, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any Term Loan Agreement Collective Brands Finance, Inc. part of its business business, assets or Assetsproperty of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire any business by purchase or Assets fromotherwise (other than purchases or other acquisitions of inventory, or capital stock of, or be a party to any acquisition of, any other Person except for purchases of inventory materials and other property to be sold or used equipment and Capital Expenditures in the ordinary course of business. Notwithstanding ) the foregoing provisions business, property or fixed assets of, or stock or other evidence of this Sectionbeneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: (a) a any Loan Party may be merged with or into any of its Subsidiaries may sell or otherwise transfer Assets in accordance with the provisions of Section 6.6 hereof; (b) a Loan Party or any of its Subsidiaries may make Investments in accordance with the provisions of Section 6.3 hereof; (c) a Loan Party or any of its Subsidiaries may acquire any business or Assets (other than Investments permitted under clause (b) above) from any Person to the extent that (i) the Distribution by the Borrower of the cash, Cash Equivalents or other Assets used to fund such acquisition would not have violated this Agreement and (ii) such acquisition would not otherwise result in an Event of Default or an Unmatured Event of Default; (d) a Loan Party or any of its Subsidiaries may change its name or corporate, partnership or limited liability structure so long as, in the case of any change by a Loan Party, the Borrower provides written notice thereof to the Agents on or before the date that is 45 days after the date when such name be liquidated, wound up or structure change occurs; (e) any Person may mergedissolved, consolidate or reorganize with and into a Loan Party all or any Subsidiarypart of its business, provided that (i) if such property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction involves or a series of transactions, to any other Loan Party, a Loan Party is the sole surviving entity of such merger, consolidation or reorganization and on or prior to the consummation of such merger, consolidation or reorganization, such Loan Party expressly reaffirms its Obligations, if any, to the Lender Group under this Agreement and the other Loan Documents to which it is a party (; provided, in the case of such a merger, the continuing or surviving Person shall remain a Loan Party, provided, however, that if the Borrower is merged into another Loan Party, the Borrower must be the surviving entity; (b) any Restricted Subsidiary that is not a Loan Party may be merged with or into any other Restricted Subsidiary that is not a Loan Party or into any Loan Party other than the BorrowerParty, such reaffirmation or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be provided within 5 Business Days conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of the consummation of such transaction)transactions, and (ii) the consummation of such merger, consolidation to any other Restricted Subsidiary that is not a Loan Party or reorganization does not result in to a Change of Control EventLoan Party; and (fc) any Subsidiary may liquidate, wind-up or dissolve, in each case, in the ordinary course case of business, consistent with past practice and to the extent not otherwise material to the Borrower and its Subsidiaries; provided that all of the proceeds of such liquidation, winding up or dissolution allocable to the direct or indirect ownership in such Subsidiary of the Borrower or any other Loan Party are distributed to the direct or indirect holder of such Subsidiary’s Securities either clause (pro rata based on ownership at the time of such liquidation, wind-up or dissolutiona) or (b) above, prior to a Loan Party and after giving effect to any proposed transaction, no Default or a wholly owned Subsidiary Event of a Loan PartyDefault shall occur or be continuing.