Common use of Restrictions on Fundamental Changes Clause in Contracts

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other other than in order to consummate a Permitted Acquisition, Permitted Investment or Permitted Disposition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interestsamalgamation, except for (i) any merger merger, consolidation or amalgamation between Loan Parties, provided, that (x) if such transaction involves a Borrower, a Borrower must be the surviving entity of any such merger transaction; provided that if a U.S. Borrower shall merge, consolidate or amalgamate with a Foreign Subsidiary Borrower, such U.S. Borrower shall be the surviving Borrower, (y) Parent must be the surviving entity of any such transaction to which it is a partyparty and (z) in the case of any transaction involving a Loan Party, a Loan Party must be the surviving entity of such transaction, (ii) any merger between merger, consolidation or amalgamation among a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such a Loan Party is the surviving entity of any such transaction or such surviving Subsidiary becomes a Loan Party concurrently with such merger, consolidation or amalgamation, and (iii) any merger between merger, consolidation or amalgamation among Subsidiaries of any Borrower (that are not a Loan Parties,Party) of any Borrower; or (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation liquidation, winding up or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilitiesSubsidiary (other than a Loan Party) so long as such dissolution, winding up or liquidation, as applicable, would not reasonably be expected to have a Material Adverse Effect or (ii) the liquidation or dissolution of a Loan Party (other than any BorrowerParent) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and any Borrower, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Parent or any Borrower) or any of its wholly-owned Subsidiaries (other than any Borrower) so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or, (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for that: (a) any Borrower or any Restricted Subsidiary may merge with (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities(including a merger, the purpose of which is to reorganize such Borrower into a new jurisdiction), or (ii) any one or more other Restricted Subsidiaries; provided that a Borrower shall be the liquidation continuing or dissolution surviving Person or the continuing or surviving Person shall expressly assume the obligations of such Borrower in a Loan Party manner reasonably acceptable to Agent; (other than b) any Borrower) Borrower or any of Restricted Subsidiary may liquidate or dissolve or change its wholly-owned Subsidiaries legal form so long as all of the its assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to (i) in the case of a Borrower, to another Borrower and (ii) in the case of a Restricted Subsidiary, to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agentother Restricted Subsidiary; (c) so long as all no Default or Event of the assets of such liquidating Default has occurred and is continuing or dissolving would result therefrom, any Borrower or Restricted Subsidiary are transferred may merge with any other Person in order to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as effect an Investment permitted pursuant to clauses Section 6.12; provided that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 5.16; (ad) the Borrowers and the Restricted Subsidiaries may consummate the Acquisition Transactions; and (e) so long as no Event of Default exists or (b) above would result therefrom, a merger, consolidation, reorganization, recapitalization, liquidation, windup or in connection with dissolution, the sole purpose of which is to effect a transaction Disposition permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger to which it is a party, and (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any a Borrower that are not Loan Parties,. (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any a Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any a Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of AgentLender) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or. (c) suspend Suspend or cease operating operation of a substantial portion of its or their business, except as permitted pursuant to clauses (aSections 7.3(a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.47.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between Loan Parties, provided, that that, a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary Subsidiaries of such Loan Party that is are not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Parent or any Borrower) or any of its their wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will notMerge into or consolidate with any other person, and will not or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its Subsidiaries to,assets (whether now owned or hereafter acquired) except that this Section shall not prohibit: (a) Other than in order to consummate a Permitted Acquisitionif at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) the merger of any merger between Loan Parties, provided, that Restricted Subsidiary into the Borrower in a transaction in which the Borrower must be is the surviving entity of any such merger to which it is a partycorporation, (ii) the merger or consolidation of any merger between Restricted Subsidiary into or with any Loan Party in a transaction in which the surviving or resulting entity is a Loan Party and a Party, (iii) the merger or consolidation of any Restricted Subsidiary of such Loan Party that is not a Loan Party so long as such into or with any other Restricted Subsidiary that is not a Loan Party is the surviving entity of any such merger, and or (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (iiv) the liquidation or dissolution of non-operating Subsidiaries of any Restricted Subsidiary, if the Borrower with nominal assets and nominal liabilities, (ii) the determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, or change in form of entity of the Borrower or any Restricted Subsidiary; provided that, in the case of any such change in form of entity of the Borrower or a Loan Party, the Borrower shall give 15 days’ subsequent written notice to the Administrative Agent and the Collateral Agent of such change; (b) sales, transfers, leases or other dispositions of all or substantially all its assets (upon voluntary liquidation or otherwise) to the Borrower or a Restricted Subsidiary or entities that become Restricted Subsidiaries as a result of such sales, transfers, leases or other dispositions; provided that any such sales, transfers, leases or other dispositions by a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Restricted Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien shall be made in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, orcompliance with Section 6.07; and (c) suspend Investments permitted by Section 6.01, Asset Dispositions or cease operating a substantial portion Intracompany Disposals permitted by Section 6.05 and leases and other dispositions of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under assets not prohibited by Section 6.46.05.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries or Parent to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and any Borrower, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Parent or any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Parent will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, amalgamation, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger or amalgamation between Loan Parties, provided, that if Borrower is a party to such merger or amalgamation, Borrower must be the surviving entity or such amalgamated entity shall be liable for the indebtedness, liabilities and Obligations of such amalgamated Borrower and no merger or amalgamation may occur between Parent and any such merger to which it is a partyPerson, (ii) any merger or amalgamation between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such mergermerger or the resulting amalgamated entity is, and by operation of law or otherwise becomes a Loan Party in accordance with the terms of this Agreement, (iii) any merger or amalgamation between Subsidiaries of any Borrower Parent that are not Loan Parties, and (iv) any such transaction consummated in connection with a Permitted Acquisition so long as Borrower or its successor by amalgamation survives such transaction to the extent party thereto, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Parent or Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iiiii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or, (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, : (a) enter into any merger, merger or consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) for any merger between Loan Parties, provided, provided that a Borrower must shall be the surviving entity of any such merger to which it is a party, (ii) for any merger between a Loan Party and a Subsidiary of such Loan Party Borrower that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) for any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties,Parties and (iv) that any Subsidiary may effect a merger to consummate a Permitted Disposition; (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a any Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or and (iii) the liquidation or dissolution of a any Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, ; or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower The Loan Parties will not, and will not permit any of its their Subsidiaries to, (a) Other other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower Domestic Subsidiary (other than an Excluded Domestic Subsidiary) must be the surviving entity of any such merger to which it Borrower is a party, and shall provide Agent at least 20 Business Days’ notice of such merger and execute all documentation reasonably requested by Agent to evidence such Person’s assumption of Borrower’s Obligations, and no merger may occur between Parent and another Loan Party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Parties with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Parent or Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary Subsidiaries of such Loan Party that is are not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, (iv) any Permitted Acquisition, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilitiesImmaterial Subsidiaries, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into (provided that Borrower or any of its Subsidiaries may enter into any merger, consolidation, reorganization, or recapitalization, or reclassification of its Stock, if Borrower or such Subsidiary has disclosed to the other Persons party to the transaction any required consent of Agent and the Lenders hereunder) or consummate any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party Parties and a Subsidiary Subsidiaries of such Borrower that are not Loan Party that is not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties,; (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of Excluded Subsidiaries and other non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving; or (iv) the liquidation or dissolution of a Subsidiary of Borrower that is not a Loan Party, but the Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Loan Party or a Subsidiary the Stock of which (or any portion thereof) is subject to a Lien in favor of Agent, that is not liquidating or dissolving; or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, amalgamation, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger or amalgamation between Loan Parties, ; provided, that if a Borrower must Loan Party is party to any such transaction, then a Loan Party shall be the surviving or continuing entity of thereof and, if a Borrower is party to any such merger transaction, then a Borrower shall be the surviving or continuing entity thereof, and if OIS is party to which it is a partyany such transaction, then OIS shall be the surviving or continuing entity thereof, (ii) any merger or amalgamation between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such mergermerger or amalgamation (or, in the case of an amalgamation, the continuing corporation resulting therefrom must be liable for the Obligations of such Loan Party under the Loan Documents), and (iii) any merger or amalgamation between Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation liquidation, winding up or dissolution), except for (i) the liquidation liquidation, winding up or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation liquidation, winding up or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating liquidating, winding up or dissolving, or (iii) the liquidation liquidation, winding up or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any if the Borrowers determine in good faith that such Subsidiary liquidation, winding up or dissolution is in the Equity Interests best interests of which (or any portion thereof) is subject to a Lien in favor of Agent) the Borrowers, so long as all of the assets of such liquidating liquidating, winding up or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating liquidating, winding up or dissolving, or, (c) suspend or cease operating a substantial portion of its or their business, taken as a whole, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted AcquisitionAcquisition or Permitted Restructuring Transaction, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary Subsidiaries of such Loan Party that is are not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties,, Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission. (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Parent or Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) or the liquidation or dissolution of an Inactive Subsidiary, so long as as, in each case, all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsCapital Stock, except for (i) any merger between Loan Parties, providedprovided that in any merger involving Borrower, that a Borrower must shall be the surviving entity of any such merger to which it is a partymerger, (ii) any merger between a Loan Party Parties and a Subsidiary Restricted Subsidiaries of such Borrower that are not Loan Party that is not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Restricted Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Restricted Subsidiaries so long as all of the assets (including any interest in any Equity InterestsCapital Stock) of such liquidating or dissolving Loan Party or Restricted Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Restricted Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Restricted Subsidiary are transferred to a Restricted Subsidiary of a Borrower that is not liquidating or dissolving, ; or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between Loan PartiesParties or between a Loan Party and a Subsidiary of any Loan Party, provided, provided that (A) Borrower must be the surviving entity of any such merger to which it is a Borrower party and (B) any Loan Party (other than Borrower) must be the surviving entity of any such merger to which it is a party, and (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Administrative Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will shall not, and will shall not permit any of its Subsidiaries to,: (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, ; provided that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and any Borrower, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties,; (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, dissolving or to a Borrower and so long as if the Equity Interests of such Subsidiary were subject to a Lien in favor of Agent the assets are transferred to a Loan Party; or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to,: (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger or consolidation between or among a Loan Party or Loan Parties and a Subsidiary or Subsidiaries of such Loan Party that is or are not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger or consolidation between or among Subsidiaries of any Borrower that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Collateral Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.46.04.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger or consolidation between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger or consolidation to which it is a partyparty and no merger or consolidation may occur between Parent and any other Loan Party, (ii) any merger or consolidation between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such mergermerger or consolidation, and (iii) any merger or consolidation between Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Parent or any other Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or, (c) suspend or cease operating a substantial portion of its or their business, except (i) as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (ii) as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower will Parent shall not, and will not nor shall it permit any of its Subsidiaries Restricted Subsidiary to,: (a) Other than in order Except to the extent necessary to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for any of the same (i) between any merger between Loan Partiesof Parent and its Restricted Subsidiaries, on the one hand, and any other Restricted Subsidiary, on the other hand; provided, that if such merger, consolidation, reorganization or recapitalization involves (A) a Borrower, then a Borrower must be the surviving entity of any such merger to transaction, (B) Parent, then Parent must be the surviving entity of such transaction, (C) a Domestic Subsidiary, then a Domestic Subsidiary must be the surviving entity of such transaction and (D) a Restricted Subsidiary which it is a partynot an Excluded Subsidiary, an Excluded Subsidiary may not be the surviving entity of such transaction, (ii) involving any merger between Restricted Subsidiary (other than a Loan Party and Party) in order to effect a Subsidiary of such Loan Party Permitted Investment (provided that is not the continuing or surviving Person shall be a Loan Party so long as such Loan Party is the surviving entity of any such merger, Restricted Subsidiary) and (iii) involving any merger between Subsidiaries of any Borrower that are not Restricted Subsidiary (other than a Loan Parties,Party) to effect a Permitted Disposition. (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Restricted Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilitiesliabilities and Immaterial Subsidiaries, (ii) the liquidation or dissolution of a Loan Party (other than Parent or any Borrower) or any of its wholly-owned Restricted Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Restricted Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Restricted Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary Restricted Subsidiary, the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Restricted Subsidiary are transferred to a Restricted Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, oror (iv) the liquidation or dissolution of any Restricted Subsidiary (other than a Loan Party) to effect a Permitted Disposition, (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock other than mergers, except for consolidations and reorganizations (i) any merger between Loan PartiesParties (other than Borrower, provided, that a unless Borrower must be is the surviving entity of any such merger to which it is a partymerger, consolidation or reorganization), (ii) between any merger between a Loan Party and a Subsidiary any of such its Subsidiaries, and (iii) between non-Loan Party that is not a Loan Party so long as Parties; provided that, in the case of clause (ii), such Loan Party is the surviving entity of any such merger, consolidation or reorganization; provided further that in order to consummate an acquisition permitted under clause (f) of the definition of “Permitted Investments”, Borrower and (iii) any merger between Subsidiaries of any Borrower that are not Loan PartiesParty may form a Subsidiary to consummate such acquisition and such Subsidiary may be merged into the acquired Person with the acquired Person being the surviving entity, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its Borrower’s wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party or another non-Loan Party, in each case, that is not liquidating or dissolving, or (c) suspend Suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and any Borrower, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolvingdissolving or to a Borrower and so long as if the Equity Interests of such Subsidiary were subject to a Lien in favor of the Agent the assets are transferred to a Loan Party, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each of Parent and Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and Borrower, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Parent or Borrower) or any of its wholly-owned Subsidiaries (not specifically referred to in clause (i) above) so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, amalgamation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger or consolidation between U.S. Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger or consolidation to which it is a party, (ii) any merger merger, consolidation or amalgamation between a Canadian Loan Party Parties, (iii) any merger, consolidation or amalgamation between Loan Parties and a Subsidiary Subsidiaries of such Parent that are not Loan Party that is not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, consolidation or amalgamation and (iiiiv) any merger merger, consolidation or amalgamation between Subsidiaries of any Borrower Parent that are not Loan Parties,; (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Inactive Subsidiaries and other Subsidiaries of any Borrower Parent (other than Loan Parties) with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Parent or a Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to Parent or a Subsidiary of a Borrower Parent that is not liquidating or dissolving, ; or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other other than in order to consummate a Permitted Acquisition, enter into any merger, amalgamation, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger or amalgamation between Loan Parties, provided, ; provided that a Borrower must be the surviving entity survivor of any such merger or amalgamation to which it is a partyparty (or, in the case of an amalgamation, the continuing corporation resulting therefrom must be liable for the Obligations of Borrower under the Loan Documents), (ii) any merger or amalgamation between a Loan Party (other than Borrower) and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such mergermerger or amalgamation (or, in the case of an amalgamation, the continuing corporation resulting therefrom) must be liable for the Obligations of such Loan Party under the Loan Documents and the priority of the Agent’s Liens on the Collateral is not affected thereby, and (iii) any merger or amalgamation between Subsidiaries of any Borrower that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.,

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilitiesImmaterial Subsidiaries, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except with respect to an Immaterial Subsidiary or as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted AcquisitionAcquisition or in connection with clause (s) or (t) of the definition of Permitted Investment, enter into any merger, consolidation, reorganization, amalgamation or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger or amalgamation between Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger or amalgamation may occur between Parent and Borrower, (ii) any merger between a Loan Party Parties and a Subsidiary Subsidiaries of such Parent that are not Loan Party that is not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any BorrowerParent) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except with respect to an Insignificant Party or as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into Effect any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties,outstanding Stock. (b) liquidateExcept for Permitted Acquisitions, acquire all or substantially all of the business of any Person. (c) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution). (d) Convey, except for sell, lease, license, assign, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its assets. Notwithstanding the foregoing, nothing in this Section 7.3 shall restrict any of the following: (i) any Subsidiary of Borrower may merge into or consolidate with Borrower or any other Subsidiary of Borrower; provided that in the case of any such merger or consolidation to which Borrower is a party, Borrower shall be the surviving entity; (ii) as part of any Permitted Acquisition, Borrower or any Subsidiary of Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that in the case of any such merger or consolidation to which Borrower is a party, Borrower shall be the surviving entity; (iii) as part of any sale or other disposition permitted under this Agreement, any Subsidiary of Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (iv) upon prior notice to the Lender, any Subsidiary of Borrower may liquidate or dissolve if Borrower determines in good faith that such liquidation or dissolution is in the best interest of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) materially disadvantageous to the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.Lender;

Restrictions on Fundamental Changes. Each No Borrower will, and no Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, merger or consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger or consolidation between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger transaction to which it is a party, (ii) any merger or consolidation between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such mergertransaction, and (iii) any merger or consolidation between Subsidiaries of any Borrower Loan Party that are not Loan Parties,, or (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction otherwise expressly permitted under Section 6.4this Agreement.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between Loan Parties, providedor any of their respective Subsidiaries, provided that a Borrower must be the surviving entity of any such merger to which it is a party, and a Guarantor must be the surviving entity of any such merger with another Subsidiary (that is not a Borrower), and (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any a Borrower that are not Loan Parties,. (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any a Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower a Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of AgentLender) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or. (c) suspend Suspend or cease operating operation of a substantial portion of its or their business, except as permitted pursuant to clauses (aSections 7.3(a) or (b) above or in connection with the transactions permitted pursuant to Section 7.4. (d) Other than in order to consummate a transaction permitted under Section 6.4Permitted Acquisition, form or acquire any direct or indirect Subsidiary.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit Parent or any other Subsidiary of its Subsidiaries Parent to, (a) Other other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and Borrower, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Parent or Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is are subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries or Parent to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and Borrower, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Parent or Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or, (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (d) create any new Subsidiary that does not exist on the Closing Date, or acquire any Person that is not a Subsidiary on the Closing Date.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger to which it is a party, party and (ii) any merger between a any Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Party’s Subsidiaries of any Borrower that are not Loan Parties,. (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any a Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any a Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of the Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or. (c) suspend Sell or otherwise transfer all or substantially all of the assets of any Loan Party or any of their respective Subsidiaries, other than to a Loan Party. (d) Suspend or cease operating operation of a substantial portion of its or their business, except as permitted pursuant to clauses (aSections 7.3(a) or (b) above or in connection with the transactions permitted pursuant to Section 7.4. (e) Form or acquire any (i) direct Subsidiary, (ii) indirect Subsidiary in the United States, or indirect Subsidiary in a transaction Foreign Jurisdiction unless (x) in the case of the formation or acquisition of Domestic Subsidiaries of the Loan Parties, (1) Loan Parties provide the Agent with written notice of the formation or acquisition of each Domestic Subsidiary within ten (10) days after such formation or acquisition and provide the Agent with copies of all organizational and formation documents related thereto as the Agent or the Required Lenders may request in its Permitted Discretion, (2) in the case of any acquisition, any such acquisition is otherwise permitted under hereunder, including without limitation Section 6.47.11 and (3) in the case of the formation or acquisition of any Domestic Subsidiaries, the Borrower complies with Section 18.6 in regards to such new Subsidiary and (y) in the case of the formation or acquisition of any Subsidiary that is a controlled foreign corporation (within the meaning of Section 957 of the IRC) or any Foreign Subsidiary Holding Company, within twenty days (20) days after such Subsidiary is formed or acquired (each, a “First Tier Foreign Subsidiary”), the applicable Loan Party shall have pledged (in a manner satisfactory to Required Lenders) sixty five percent (65%) of the voting Stock issued by such First Tier Foreign Subsidiary to the Agent for the benefit of the Secured Parties to secure the Obligations.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger to which it is a party and Parent must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or, (c) suspend or cease operating a substantial portion of its or their business, except (i) as permitted pursuant to clauses (a) or (b) above or above, (ii) in connection with a transaction permitted under Section 6.4, or (iii) if, in the reasonable business and commercial judgment of Parent, it is no longer desirable to be engaged in such business, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries other Loan Party to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and any Borrower, (ii) any merger between a Loan Party and a Wholly-owned Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Borrower so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Borrower are transferred to a Borrower that is not liquidating or dissolving, (iii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its whollyWholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iiiiv) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, merger or consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger or consolidation between Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and Borrower, (ii) any merger between a Loan Party and a Subsidiary Subsidiaries of such Loan Party that is are not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Immaterial Subsidiaries of any Borrower with nominal assets and nominal liabilitiesBorrower, (ii) the liquidation or dissolution of a Loan Party (other than any Parent or Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party (or in the case of a Subsidiary that is not a Loan Party, to any other Subsidiary of Parent) that is not liquidating or dissolvingdissolving at such time, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than except that in the case of any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent, such liquidation or dissolution shall only be permitted to the extent such Stock is transferred to a Loan Party or cancelled) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving; provided that for the avoidance of doubt, or (c) suspend nothing in this Section 6.3 shall be construed to prohibit or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4restrict the Non-Domestic Reorganization.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, , (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties, , (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, amalgamation, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) for any merger merger, amalgamation or consolidation between Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) for any merger merger, amalgamation or consolidation between a Loan Party Parties and a Subsidiary Subsidiaries of such any Loan Party that is are not a themselves Loan Party Parties so long as such a Loan Party is the surviving or continuing entity of any such mergermerger or amalgamation, and (iii) for any merger merger, amalgamation or consolidation between Subsidiaries of any Borrower Loan Party that are not themselves Loan PartiesParties and (iv) pursuant to the Permitted Restructuring, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) for the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) for the liquidation or dissolution of a Loan Party (other than any a Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary thereof are transferred to a Loan Party that (A) is not liquidating or dissolvingdissolving and (B) whether by operation of law, the terms of the Loan Documents or pursuant to a separate written agreement, assumes the Obligations of such liquidating or dissolving Person, (iii) for the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not itself a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, dissolving or (iv) pursuant to the Permitted Restructuring; or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or a)or (b) above b)above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, and (iv) any reclassification of its Equity Interests in preparation for or resulting from the Qualifying Initial Public Offering, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties,, or (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its whollyWholly-owned Owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Collateral Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and any Borrower, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Parent or any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or, (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into Merge or consolidate with any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsPerson, except for (i) any merger or consolidation between Qualified Loan Parties; provided that, (ii) any merger or consolidation between Restricted Subsidiaries of Parent that are not Loan Parties, (iii) any merger or consolidation between a Loan Party and any Restricted Subsidiary that is not a Loan Party, so long as a Loan Party is the surviving entity of any such merger or consolidation, (iv) any merger or consolidation to effect a disposition permitted under the terms of this Agreement, and (v) any merger or consolidation to effect a Permitted Acquisition or other Permitted Investment; provided, that a in the case of each of the foregoing clauses (i)-(v), Borrower must be the surviving entity of any such merger or consolidation to which it is a party, (ii) any merger or consolidation between Restricted Subsidiaries of Borrower that are not Qualified Loan Parties, (iii) any merger or consolidation between a Qualified Loan Party and a any Restricted Subsidiary of such Loan Party Borrower that is not a Qualified Loan Party Party, so long as such Borrower or a Qualified Loan Party is the surviving entity of any such mergermerger or consolidation, (iv) dispositions permitted under the terms of this Agreement, and (iiiv) any merger between Subsidiaries of any Borrower that are not Loan PartiesPermitted Acquisitions and Permitted Investments, (b) Except for dispositions permitted under the terms of this Agreement, liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Restricted Subsidiaries of any Borrower Borrowerany Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Parent, Holdings or Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Restricted Subsidiary of any Borrower that is not a Loan Party (other than any such Restricted Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of AgentAgent unless the assets of such dissolving or liquidating entity are transferred to a Loan Party) so long as all of the assets of such liquidating or dissolving Restricted Subsidiary are transferred to a Restricted Subsidiary of a Borrower that is not liquidating or dissolving, orinto Borrower or one or more other Restricted Subsidiaries, or (c) suspend Suspend or cease operating go out of a substantial portion of the business of Borrower and its or their businessRestricted Subsidiaries, taken as a whole, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under Section 6.4the terms of this Agreement.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a partyparty (and in case of any merger between Parent Borrower and any other Borrower, Parent Borrower must be the surviving entity of any such merger), (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Borrower, in each case that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolvingdissolving and the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between Loan Parties, providedprovided that to the extent the merger involves a Borrower, that a Borrower must be the surviving entity of any such merger to which it is a partymerger, (ii) any merger between a Loan Party Parties and a Subsidiary Subsidiaries of such Parent that are not Loan Party that is not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Restricted Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and any other Borrower unless Parent is the surviving entity and remains a Borrower, (ii) any merger between a one or more Loan Party Parties and a Subsidiary Subsidiaries of such Loan Party Parties that is are not a Loan Party Parties so long as such a Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party which is not a Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Parent or any Borrower) or any of its wholly-owned Subsidiaries so long as substantially all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as substantially all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except (i) as permitted pursuant to clauses (a) or (b) above or above, (ii) in connection with a transaction permitted under Section 6.4, or (iii) any such suspensions or cessations resulting from shutdowns of processing units for purposes of conducting maintenance or from other circumstances beyond its or their control that make such operation inadvisable (including in respect of safety and reliability concerns), non-economic, commercially impracticable, illegal or impossible.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between (A) Parent and any Borrower or (B) Parent and any other Subsidiary of Parent, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Parent or any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party (other than Parent) that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or, (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries or Parent to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Parent or Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between Loan Parties, provided, Parties and Subsidiaries of Parent that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a are not Loan Party and a Subsidiary of such Loan Party that is not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iiiii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Parent or Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to Borrower or a Subsidiary of a Borrower that is not liquidating or dissolving, or (iv) the liquidation or dissolution of a Subsidiary of Borrower that is not a Loan Party, the Stock of which (or any portion thereof) is subject to a Lien in favor of Agent, so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to Borrower or a Subsidiary of Borrower that is not liquidating or dissolving and the Stock of which (or any portion thereof) is also subject to a Lien in favor of Agent, or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock other than mergers, except for consolidations and reorganizations (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) between any merger between a Loan Party and a Subsidiary any of such its Subsidiaries, and (iii) between non-Loan Party that is not a Loan Party so long as Parties, provided that, in the case of clause (ii), (y) such Loan Party is the surviving entity of any such merger, consolidation or reorganization, and (iiiz) any merger between Subsidiaries the Accounts of any Borrower that are such Subsidiary shall not Loan Partiesbe Eligible Accounts until such time as the Agent and the Lenders shall have completed an audit of such Accounts and such other due diligence reasonably requested by the Agent, in a manner and with results reasonably satisfactory to the Agent, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any BorrowerParent) or any of its Borrowers’ wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party or another non-Loan Party, in each case, that is not liquidating or dissolving, or (c) suspend Suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such mergermerger or such surviving entity becomes a Domestic Loan Party and no Event of Default would result therefrom, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its direct wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolvingdissolving (after the payment of all obligations required by law to be paid in connection with such liquidation or dissolution), or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, ordissolving (after the payment of all obligations required by law to be paid in connection with such liquidation or dissolution), (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and any Borrower, (ii) any merger between a Loan Party and a Wholly-owned Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Borrower so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Borrower are transferred to a Borrower that is not liquidating or dissolving, (iii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its whollyWholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iiiiv) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, amalgamation, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger or amalgamation between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger or amalgamation to which it is a partyparty and no merger may occur between Comtech and any other Loan Parties, (ii) any merger or amalgamation between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such mergermerger or amalgamation, and (iii) any merger or amalgamation between Subsidiaries of any Borrower Loan Party that are not Loan PartiesParties and (iv) any merger, consolidation, reorganization, or recapitalization, or reclassification of its Equity Interests carried out in order to consummate a Permitted Disposition; provided, that in no event shall any Loan Party merge or amalgamate with any other Person other than a US Loan Party or other Loan Party organized in the same jurisdiction as such Loan Party unless, in each case, such Loan Party is the surviving entity, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries (other than any Borrower) so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, , (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties, , (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into Consummate any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsCapital Interests other than mergers, except for consolidations and reorganizations (i) any merger between Loan PartiesParties (other than Borrower, provided, that a unless Borrower must be is the surviving entity of any such merger to which it is a partymerger, consolidation or reorganization), (ii) between any merger between a Loan Party and a Subsidiary any of such its Subsidiaries, and (iii) between non-Loan Party that is not a Loan Party so long as Parties; provided that, in the case of clause (ii), such Loan Party is the surviving entity of any such merger, consolidation or reorganization; provided further that in order to consummate an acquisition that constitutes a Permitted Investment, Borrower and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties,Party may form a Subsidiary to consummate such acquisition and such Subsidiary may be merged into the acquired Person; (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its Borrower’s wholly-owned Subsidiaries so long as all of the remaining assets (including any interest in any Equity Capital Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the remaining assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party or another non-Loan Party, in each case, that is not liquidating or dissolving, ; or (c) suspend Suspend or cease operating a substantial portion of its or their business, except (i) as permitted pursuant to clauses (a) or (b) above or in connection with above, (ii) as a result of a transaction permitted under pursuant to Section 6.46.4 or (iii) as a result of a transaction that does not constitute an Asset Sale.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilitiesUnrestricted Subsidiary, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Restricted Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, amalgamation, arrangement, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger or amalgamation solely between or among US Loan Parties, ; provided, that a the Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger or amalgamation solely between or among Canadian Loan Parties, (iii) any merger or amalgamation between a Loan Party and a Restricted Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iiiiv) any merger or amalgamation between Restricted Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Restricted Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any the Borrower) or any of its wholly-owned Restricted Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Restricted Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Restricted Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Restricted Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Restricted Subsidiary are transferred to a Restricted Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or, (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction otherwise expressly permitted under Section 6.4this Agreement, or (d) change its classification/status for United States federal income tax purposes if such change reasonably could be expected to adversely affect the Lenders.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan PartiesParties (for the avoidance of doubt, in no event shall Nuverra Rocky Mountain be permitted to merge or consolidate into any Loan Party or Subsidiary of any Loan Party), (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is are subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, statutory division or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that a Borrower Parent must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or, (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, , (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties, , and (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Immaterial Subsidiaries of any Borrower with nominal assets and nominal liabilitiesLoan Party, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as (1) all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolvingdissolving or (2) if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower in order to reduce costs and administrative burden and such dissolution or liquidation is a Permitted Disposition, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of or a Borrower Loan Party that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4., or

Restrictions on Fundamental Changes. Each Borrower Parent will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any a Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Neither Parent, any Borrower will not, and will not permit nor any of its their respective Subsidiaries to, (a) will, Other than in order to consummate a Permitted Acquisition or an IsoTis Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for any (i) any merger or such other transaction between Loan PartiesBorrowers, provided, that a no merger may occur between Parent and any Borrower must be the surviving entity of any such merger to which it is a party, and (ii) any merger or such other transaction between a Loan Party Borrower and a Subsidiary of such Loan Party Borrower that is not a Loan Party so long as such Loan Party Borrower is the surviving entity of any such merger, merger and (iii) any merger or such other transaction between Subsidiaries of any Borrower that which are not Loan Parties, (b) Borrowers or Guarantors, liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Parent or any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolvingdissolving or to a Subsidiary which would not be required to be a Loan Party pursuant to Section 5.11, or (c) or suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or change its classification/status for U.S. federal income tax purposes. Disposal of Assets. Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or 6.9, neither Parent nor any Borrower shall, nor shall they permit their respective Subsidiaries to Transfer or otherwise dispose of (or enter into an agreement to Transfer or otherwise dispose of) any of its or their assets.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any amalgamation, merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i1) any merger between Loan Parties, provided, that Subsidiary of a Borrower must may be amalgamated, merged or consolidated with or into any Loan Party or any Significant Subsidiary (provided that in any such amalgamation, merger or consolidation involving (w) a US Borrower, a US Borrower shall be the continuing or surviving entity, (x) a US Loan Party but not a US Borrower, a US Loan Party shall be the continuing or surviving entity, (y) a Foreign Borrower but not a US Loan Party, a Foreign Borrower shall be the continuing or surviving entity of any such merger to which it is and (z) a party, (ii) any merger between a Foreign Loan Party and but not a Subsidiary of such US Loan Party that is not or a Foreign Borrower, a Foreign Loan Party so long as such Loan Party is shall be the continuing or surviving entity of any such merger, entity) and (iii2) any merger between Subsidiaries of any Borrower that are not Loan Partiesthe transactions described in the Pre-approved Restructurings Letter shall be permitted, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) that, if at the liquidation or dissolution time thereof and immediately after giving effect thereto no Event of non-operating Subsidiaries of any Borrower with nominal assets Default shall have occurred and nominal liabilitiesbe continuing, (ii1) the liquidation a Significant Subsidiary may liquidate, wind-up or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to dissolve with and into a Subsidiary of a Borrower if the Administrative Borrower determines in good faith that such transaction is in the best interests of the Administrative Borrower, and such transaction is not materially disadvantageous to the Lenders; provided, that, a Significant Subsidiary that is not liquidating a Foreign Subsidiary may only liquidate, wind-up or dissolvingdissolve with and into another Subsidiary that is not a Foreign Subsidiary and (2) the transactions described in the Pre-approved Restructurings Letter shall be permitted, (c) Except as permitted under Section 6.4, convey, sell, lease, license, assign, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its assets, or (cd) suspend Suspend or cease operating go out of a substantial portion of its or their business, business except as permitted pursuant (1) to clauses the extent such suspension or going out of business could not reasonably be expected to result in a Material Adverse Change and (a2) or (b) above or the transactions described in connection with a transaction permitted under Section 6.4the Pre-approved Restructurings Letter shall be permitted.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party Parties and a Subsidiary Subsidiaries of such Borrower that are not Loan Party that is not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties,, and (iv) in connection with any Permitted Investment; (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities(other than Excluded Subsidiaries), (ii) the liquidation or dissolution of a any Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) With respect to a Loan Party and its Subsidiaries (other than Excluded Subsidiaries), suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsCapital Stock, except for (i) any merger between Loan Parties, providedprovided that in any merger involving Borrower, that a Borrower must shall be the surviving entity of any such merger to which it is a partymerger, (ii) any merger between a Loan Party Parties and a Subsidiary Restricted Subsidiaries of such Borrower that are not Loan Party that is not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties,, and (iv) so long as (A) no Event of Default has occurred and is continuing or would result therefrom, (B) the merger occurs on or before December 31, 2010, (C) Availability plus Qualified Cash of Borrower and its Restricted Subsidiaries both before and immediately after giving effect thereto is greater than $25,000,000, and (D) in connection therewith, the Xxxxxxxx Group executes and delivers a joinder to the Guaranty and Security Agreement, in form and substance reasonably satisfactory to Agent (provided that the joinder will not prohibit the Xxxxxxxx Group from dissolving or merging into Borrower), the merger of Merger Sub with and into Borrower with Borrower as the surviving entity pursuant to, and in accordance with, the Merger Agreement; (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Restricted Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Restricted Subsidiaries so long as all of the assets (including any interest in any Equity InterestsCapital Stock) of such liquidating or dissolving Loan Party or Restricted Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Restricted Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Restricted Subsidiary are transferred to a Restricted Subsidiary of a Borrower that is not liquidating or dissolving, or (iv) the dissolution of the Xxxxxxxx Group; or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter Merge or consolidate with or into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interestsother Person, except for (i) any merger or consolidation between Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger to which it a Borrower is a party and Parent must be the surviving entity of any such merger to which Parent is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger or consolidation between Subsidiaries of any Borrower that are not Loan Parties,, (iii) any Guarantor may merge or consolidate with or into any other Guarantor, (iv) any merger or consolidation to effect a transaction permitted by Section 7.4 or a Permitted Investment, and (v) the transactions occurring on the Closing Date. (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, provided, that, Administrative Borrower shall provide Lender with at least 10 days’ prior written notice (or such shorter period as Lender expressly agrees) of any such liquidation or dissolution, (ii) the liquidation or dissolution of a Loan Party (other than any a Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolvingdissolving (unless otherwise permitted by Section 7.4), or (iii) the liquidation or dissolution of a Subsidiary of any a Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of AgentLender) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, ordissolving (unless otherwise permitted by Section 7.4). (c) suspend Suspend or cease operating operation of a substantial portion of its or their business, except as permitted pursuant to clauses (aSections 7.3(a) or (b) above or in connection with the transactions permitted pursuant to Section 7.4. (d) No Loan Party may form or acquire any direct or indirect Subsidiary; except, that, upon ten (10) days prior written notice (or such shorter period as Lender agrees) by a transaction permitted under Loan Party to Lender, a Loan Party may form a Subsidiary so long as such Subsidiary becomes a Loan Party hereunder, to the extent required by Section 6.46.17, subject to the terms and conditions of this Agreement and the other Loan Documents. (e) Enter into any merger, migration, re-incorporation, consolidation or conversion, or series of such actions, the result of which is that the jurisdiction of incorporation or organization of any Borrower or Guarantor is no longer within the United States.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (iv) any merger between Loan Parties, ; provided, that that, a Borrower must be the surviving entity of any such merger to which it is a party, (iivi) any merger between a Loan Party Parties and a Subsidiary Subsidiaries of such Parent that are not Loan Party that is not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iiivii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (ixi) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Parties with nominal assets and nominal liabilities, (iixii) the liquidation or dissolution of a Loan Party (other than any BorrowerBorrowers) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsInterest) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iiixiii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests Interest of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above above, or in connection with a transaction the transactions permitted under pursuant to Section 6.4, or (x) in connection with a “turnaround”, (xi) as the result of a Force Majeure event and/or (xii) in connection with the diligent rebuilding or repair of property, plant and equipment, in the case of each of subclauses (i), (ii) and (iii) above, for no longer than reasonably necessary to restore suspended refinery operations.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other other than in order to consummate a Permitted Acquisition, Permitted Investment or Permitted Disposition or a Permitted Reorganization, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interestsamalgamation, except for (i) any merger merger, consolidation or amalgamation between Loan Parties, provided, that (w) no U.S. Loan Party shall merge, consolidate an amalgamate with an Australian Loan Party (and vice-versa) unless the Parent shall have delivered an updated Borrowing Base Certificate reflecting such transaction, (x) if such transaction involves a Borrower, a Borrower must be the surviving entity of any such merger transaction, (y) Parent must be the surviving entity of any such transaction to which it is a partyparty and (z) in the case of any transaction involving a U.S. Loan Party, a U.S. Loan Party must be the surviving entity of such transaction, (ii) any merger between merger, consolidation or amalgamation among a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such a Loan Party is the surviving entity of any such mergertransaction, and (iii) any merger between merger, consolidation or amalgamation among Subsidiaries of any Borrower that are not Loan Parties,; or (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation liquidation, winding up or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilitiesSubsidiary (other than a Borrower) so long as such dissolution, winding up or liquidation, as applicable, would not reasonably be expected to have a Material Adverse Effect, (ii) the liquidation or dissolution of a Loan Party Borrower (other than any BorrowerParent) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary Borrower are transferred to a Loan Party Borrower that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4Permitted Reorganization.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other other than in order to consummate a Permitted Acquisition or the Closing Acquisition, enter into consummate any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a partyparty (and no merger may occur between Holdings and any Borrower or Subsidiary of any Borrower), (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Holdings that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Holdings or any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries Loan Party Subsidiary to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, amalgamation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger or amalgamation between Loan Parties, provided, that a Borrower must be the surviving or continuing entity of any such merger or amalgamation to which it is a party, (ii) any merger or amalgamation between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving or continuing entity of any such mergermerger or amalgamation, and (iii) any merger or amalgamation between Subsidiaries of any Borrower that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted AcquisitionAcquisition or to consummate the Spin-off Transactions, enter into any merger, consolidation, reorganization, consolidation or recapitalization, or reclassify its Equity Interestsamalgamation, except for (i) any merger merger, consolidation or amalgamation between Loan Parties, ; provided, that that, a Borrower must be the surviving entity of any such merger transaction to which it is a party, (ii) any merger merger, consolidation or amalgamation between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such mergertransaction, and (iii) any merger merger, consolidation or amalgamation between Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any BorrowerLoan Party) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as either (x) all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolvingdissolving or (y) Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Neither Parent, any Borrower will not, and will not permit nor any of its their respective Subsidiaries towill, (a) Other than in order to consummate a Permitted Acquisition or an IsoTis Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for any (i) any merger or such other transaction between Loan PartiesBorrowers, provided, that a no merger may occur between Parent and any Borrower must be the surviving entity of any such merger to which it is a party, and (ii) any merger or such other transaction between a Loan Party Borrower and a Subsidiary of such Loan Party Borrower that is not a Loan Party so long as such Loan Party Borrower is the surviving entity of any such merger, merger and (iii) any merger or such other transaction between Subsidiaries of any Borrower that which are not Loan PartiesBorrowers or Guarantors, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Parent or any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolvingdissolving or to a Subsidiary which would not be required to be a Loan Party pursuant to Section 5.11, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit Parent or any other Subsidiary of its Subsidiaries Parent to, (a) Other other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and Borrower, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Parent or Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is are subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.under

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Model N and any other Borrower unless Model N is the surviving entity of such merger, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or, (c) suspend or cease operating a substantial portion of its or their business, except (i) as permitted pursuant to clauses (a) or (b) above or above, (ii) in connection with a transaction permitted under Section 6.46.4 or (iii) in the ordinary course of the business of the Loan Parties and their Subsidiaries, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower Borrowers will not, and will not permit any of its their Subsidiaries to,: (a) Other other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and any other Borrower, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party (other than Parent) is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party (other than Parent) that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.46.4 or Section 5.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary Subsidiaries of such Loan Party that is are not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend Suspend for more than 15 Business Days or cease operating go out of a substantial portion of the business of the Borrower and its or their businessSubsidiaries, taken as a whole, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock other than mergers, except for consolidations and reorganizations (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a partyBorrowers, (ii) between Guarantors, and (iii) between any merger between a Loan Party Borrower and a any Subsidiary of Administrative Borrower, provided that, in the case of clause (iii), (y) such Loan Party that is not a Loan Party so long as such Loan Party Borrower is the surviving entity of any such merger, consolidation or reorganization, and (iiiz) any merger between Subsidiaries the Accounts of any Borrower that are such Subsidiary shall not Loan Partiesbe Eligible Accounts until such time as the Agent and the Lenders shall have completed an audit of such Accounts and such other due diligence reasonably requested by the Agent, in a manner and with results reasonably satisfactory to the Agent, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of Inactive Subsidiaries, Wind Down Subsidiaries or non-operating Subsidiaries of any Borrower Borrowers with nominal no material assets and nominal no material liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any BorrowerBorrowers) or any of its Borrowers' wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Borrowers that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Borrowers that is not liquidating or dissolving, or (c) suspend Suspend or cease operating discontinue a substantial portion of its or any material line of business of Borrowers and their businessSubsidiaries, taken as a whole, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4; provided, however, that the foregoing requirement shall not apply to temporary suspensions of operations in the ordinary course of business or in response to the occurrence of any force majeure events.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties,, or (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its whollyWholly-owned Owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Administrative Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or, (c) suspend or cease operating a substantial portion of its or their businessbusiness for ten consecutive Business Days, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary Subsidiaries of such Loan Party that is are not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilitiesImmaterial Subsidiaries, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4. -43- *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that that, a Borrower must be the surviving entity of any such merger to which it is a partyparty (except if a Borrower merges into a Domestic Guarantor, such Domestic Guarantor may be the surviving entity so long as such Domestic Guarantor becomes a Borrower contemporaneously with the completion of such merger), (ii) any merger between a Loan Party and a Subsidiary Subsidiaries of such any Loan Party that is are not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that Parent, which Subsidiaries are not Loan Parties, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Parent or any Borrower) or any of its wholly-owned Subsidiaries Subsidiary of any Loan Party so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are contemporaneously transferred to a Loan Party that is not liquidating or dissolvingdissolving of, if the liquidating, winding-up or dissolving entity is not a Loan Party, then such assets may be transferred to any Subsidiary of the Parent, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are contemporaneously transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, , (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, amalgamation, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger or amalgamation between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger or amalgamation to which it is a partyparty and no Default or Event of Default would result therefrom, (ii) any merger or amalgamation between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger or amalgamation between Subsidiaries of any Borrower Loan Party that are not Loan Parties, , DB1/ 133650928.13 91 (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary Subsidiaries of such Loan Party that is are not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Intereststheir Stock, except for or liquidate, wind up, or dissolve themselves (or suffer any liquidation or dissolution), or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of their property or assets; provided, however, that: (a) (i) any merger between Loan Parties, Parties is permitted; provided, that that, a Borrower must be the a surviving entity of any such merger to which it is a party, party and (ii) any merger between a Loan Party and a Subsidiary Subsidiaries of such any Loan Party that is are not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger or, if a Loan Party is not intended to be the surviving entity, cause the surviving entity to be come a Loan Party upon completion of such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties,; (b) liquidateA Borrower or any Subsidiary may sell, wind uptransfer, assign, lease or dissolve itself otherwise dispose of its assets in a transaction that is permitted by Section 7.4; and (or suffer any liquidation or dissolution)c) Borrowers and their Subsidiaries, except for as applicable, may consummate: (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any BorrowerParent) or any of its wholly-owned Borrowers’ Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary Person are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger or consolidation between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger or consolidation between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger or merger, and (iii) any merger merger, consolidation, reorganization, or recapitalization, with respect to, or between or among, Subsidiaries of any Borrower that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution, including, in each case, pursuant to a Delaware LLC Division), except for (i) the liquidation liquidation, winding up, or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation liquidation, winding up, or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party 126471205_8 that is not liquidating liquidating, winding up or dissolving, or (iii) the liquidation liquidation, winding up or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolvingParty, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Administrative Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolvingdissolving and if the Equity Interests of such liquidating or dissolving Subsidiary are subject to a Lien in favor of Agent to secure the Obligations, orsuch Equity Interests are transferred to a Loan Party, (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, or (d) change its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger to which it is a party, and (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any a Borrower that are not Loan Parties,; (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any a Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any a Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of AgentLender) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or; (c) suspend Suspend or cease operating operation of a substantial portion of its or their business, except as permitted pursuant to clauses (a7.3(a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.47.4; or (d) Form or acquire any direct or indirect Subsidiary.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted AcquisitionAcquisition or a Permitted Investment, enter into consummate any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock other than mergers, except for consolidations and reorganizations (i) any merger between Loan Parties, provided(ii) between Non-Loan Parties, that (iii) Permitted Dispositions and any merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a Borrower must be Permitted Disposition, (iv) the transactions contemplated under the Acquisition Documents, (v) between any Loan Party and any of its Subsidiaries, provided that, (1) if any party to such merger, consolidation, or reorganization is a Borrower, then the surviving entity of any such merger to which it merger, consolidation, or reorganization is a partyBorrower and (2) in the case of clause (v), (iiy) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, consolidation or reorganization, and (iiiz) any merger between Subsidiaries the Accounts of any Borrower that are such Subsidiary shall not Loan Parties,be Eligible Accounts until such time as the Agent and the Lenders shall have completed an audit of such Accounts and such other due diligence reasonably requested by the Agent, in a manner and with results reasonably satisfactory to the Agent (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any BorrowerParent or Borrowers) or any of its Borrowers’ wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent Borrowers that is not liquidating or dissolving, or (c) With respect to the Borrowers only, suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between Loan Parties, provided, PROVIDED that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and Borrower, (ii) any merger between a Loan Party Parties and a Subsidiary Subsidiaries of such Parent that are not Loan Party that is not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Parent or Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolvingdissolving (and if the Stock of the liquidating or dissolving Subsidiary is subject to a Lien in favor of the Agent, the Stock of the Subsidiary to which the assets of the liquidating or dissolving Subsidiary are transferred is subject to a Lien in favor of the Agent); or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under Section pursuant to SECTION 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other other than in order to consummate a Permitted Acquisitionthe Merger, enter into any merger, consolidation, reorganization, division, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, ; provided, that (x) a Borrower must be the surviving entity of any such merger to which it is a party and (y) ICD must be the surviving entity of any merger to which it is party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, or, (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4, (d) change its classification/status for U.S. federal income tax purposes, or (e) file a certificate of division, adopt a plan of division or otherwise take any action to effectuate a division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any analogous action taken pursuant to applicable law with respect to any corporation, limited liability company, partnership or other entity).

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted AcquisitionAcquisition or in connection with clause (s) of the definition of Permitted Investment, enter into any merger, consolidation, reorganization, amalgamation or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger or amalgamation between Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger or amalgamation may occur between Parent and Borrower, (ii) any merger between a Loan Party Parties and a Subsidiary Subsidiaries of such Parent that are not Loan Party that is not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any BorrowerParent) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except with respect to an Insignificant Party or as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will shall not, and will shall not permit any of its Subsidiaries to,: (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, ; provided that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and any Borrower, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties,; (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, dissolving or to a Borrower and so long as if the 51 Equity Interests of such Subsidiary were subject to a Lien in favor of Agent the assets are transferred to a Loan Party; or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, or a sale or other disposition of a Subsidiary of a Borrower permitted by Section 6.4, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock other than mergers, except for consolidations and reorganizations (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a partyBorrowers, (ii) between Guarantors, (iii) between Subsidiaries that are not Loan Parties, (iv) between any merger between a Loan Party and a Subsidiary of such Loan Party any Borrower that is not a Loan Party so long as and any Loan Party (other than a Borrower), provided that, in the case of this clause (iv), such Loan Party is the surviving entity of any such merger, consolidation or reorganization, and (iiiv) any merger between Subsidiaries of any Borrower that are and any Subsidiary of Administrative Borrower, provided that, in the case of this clause (v), (y) such Borrower is the surviving entity of such merger, consolidation or reorganization, and (z) the Accounts of such Subsidiary shall not Loan Partiesbe Eligible Accounts, and the Inventory of such Subsidiary shall not be Eligible Inventory, in each case until such time as the Agent and the Lenders shall have completed an audit of such Accounts and Inventory, as applicable, and such other due diligence reasonably requested by the Agent, in a manner and with results reasonably satisfactory to the Agent, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of Inactive Subsidiaries or non-operating Subsidiaries of any Borrower with nominal no material assets and nominal no material liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its any Borrower's wholly-owned Subsidiaries Subsidiaries, in each case so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as (A) all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolvingdissolving and (B) if all or any portion of the Stock of the liquidating or dissolving Subsidiary is subject to a Lien in favor of Agent, the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower the Stock of which is subject to a Lien in favor of Agent (subject to exceptions and limitations contained in the Loan Documents with respect to Foreign Subsidiaries), or (c) suspend Suspend or cease operating discontinue a substantial portion of its or any material line of business of Borrowers and their businessSubsidiaries, taken as a whole, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4; provided, however, that the foregoing requirement shall not apply to temporary suspensions of operations in the ordinary course of business or in response to the occurrence of any force majeure events.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Domestic Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i1) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii1) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii1) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i1) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii1) the liquidation or dissolution of a Loan Party (other than any including a Guarantor but excluding a Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii1) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower Loan Party will not, and will not permit any of its Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Parent that are not Loan Parties, (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any a Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower Parent that is not liquidating or dissolving, or (c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.

Restrictions on Fundamental Changes. Each Borrower will notExcept as otherwise permitted in connection with the Amalgamation, and will not permit any or in connection with the dissolution of its Subsidiaries to,the Mexican Subsidiaries: (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, amalgamation, consolidation, reorganization, or recapitalization, or reclassify its Equity InterestsStock, except for (i) any merger between merger, amalgamation, consolidation, reorganization or recapitalization among any Loan Parties, provided, provided that a Borrower must be the surviving entity of any such merger or amalgamation to which it is a partyparty and no merger may occur among any of Canadian Holdco, Xxxxxxx, XX Holdings and any Borrower, (ii) any merger between a Loan Party Parties and a Subsidiary Subsidiaries of such any Loan Party that is are not a Loan Party Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower Loan Party that are not Loan Parties, (b) liquidateLiquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower Loan. Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution dissolution, of a Loan Party (other than Canadian Holdco, Xxxxxxx, XX Holdings, or any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity InterestsStock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolvingdissolving (unless otherwise disposed of or transferred in a transaction permitted pursuant to Section 6.4), or (iii) the liquidation or dissolution of a Subsidiary of any Borrower a Loan Party that is not a Loan Party (other than any such Subsidiary the Equity Interests Stock of which (or any portion thereof) is subject to a Lien in favor of U.S. Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Loan Party or a Subsidiary of a Borrower Loan Party that is not liquidating or dissolving, dissolving (unless otherwise disposed of or transferred in a transaction permitted pursuant to Section 6.4); or (c) suspend Suspend or cease operating go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction the transactions permitted under pursuant to Section 6.4.