Common use of Restrictions on Fundamental Changes Clause in Contracts

Restrictions on Fundamental Changes. Each Obligor will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidate, amalgamate or merge with or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i) either (A) a Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; (iii) immediately after giving effect to such transaction on a pro forma basis, (A) the Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agent. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to any other Person. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor The Borrower will not, and will not permit any of its Restricted Subsidiaries to wind up, liquidate or dissolve its affairs, merge or consolidate with any other than Intermediation Subsidiaries to, (a) ConsolidatePerson, amalgamate or merge with or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose Dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another any other Person, unlessexcept that: (ia) either (A) a any Restricted Subsidiary of the Borrower may merge with and into, consolidate with or a Guarantor shall be dissolved or liquidated into, the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such any Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, so long as applicable(x) in the case of any such merger, consolidation, dissolution or to which liquidation involving the Borrower, the Borrower is the surviving Person of any such Disposition will have been made merger, consolidation, dissolution or liquidation, (1y) except as provided in preceding clause (x), in the cases of any such merger, consolidation, dissolution or liquidation involving a Guarantor, a Guarantor is organized the surviving corporation of any such merger, consolidation, dissolution or existing under liquidation, and (z) in all cases in connection with a merger, consolidation, dissolution or liquidation involving a Credit Party, the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) Collateral and Guaranty Requirements shall be fully satisfied immediately after giving effect to thereto; (b) the Borrower may merge or consolidate with, or Dispose of all or substantially all of its assets to, any other Person, so long as (w) the Borrower is the surviving Person of any such transactionmerger or consolidation, (x) no Default or Event of Default exists; shall have occurred and is continuing, (iiiy) no Event of Default described in Section 8.1(k) occurs as a result thereof and (z) in all cases in connection with any such merger, consolidation or Disposition of assets, the Collateral and Guaranty Requirements shall be fully satisfied immediately after giving effect to such transaction on a pro forma basis,thereto; (Ac) any Restricted Subsidiary may merge or consolidate with any other Person, so long as (x) in the case of any merger or consolidation involving a Guarantor, the Guarantor is the surviving Person of any such merger or consolidation, (y) no Default or Event of Default shall have occurred and is continuing and (z) in all cases in connection with a merger or consolidation involving a Guarantor, the Collateral and Guaranty Requirements shall be fully satisfied immediately after giving effect thereto; (d) any Restricted Subsidiary that is not a Credit Party may wind up, liquidate or dissolve its affairs, so long as (x) the Borrower or determines that such action is not adverse to the Person formed interests of the Lenders and (y) the Liens granted to the Security Trustee for the benefit of the Secured Parties to the extent required by or surviving any such consolidation, amalgamation or merger the Collateral and Guaranty Requirements shall remain in full force and effect; and (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be e) Dispositions permitted to incur at least $1.00 of additional Indebtedness under sub-clause by Section 7.5 and Section 7.6 (c) of including Dispositions that are excluded from the definition of “Permitted Indebtedness” or (BAsset Sale”) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would shall be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agentpermitted. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to any other Person. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor will The Borrower shall not, and will shall not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidate, amalgamate or merge with or into another Person (whether consolidate into, or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of acquire all or substantially all of the properties and assets of, any Person, or sell, transfer, lease or otherwise dispose of the Par Borrower and its Restricted Subsidiaries taken as a whole, (whether in one transaction or more related in a series of transactions) all or substantially all of its assets, to another Person, unlessexcept that: (i) either (A) a Borrower any of the Borrower's wholly owned Subsidiaries may merge with, consolidate into or a Guarantor shall be transfer all or substantially all of its assets to another of the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) 's wholly owned Subsidiaries or to which the Borrower and in connection therewith such Disposition will have been made (1) is organized Subsidiary may be liquidated or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agentdissolved; (ii) immediately after giving effect to such transaction, no Default the Borrower or Event any of Default existsits Subsidiaries may sell or dispose of assets in accordance with the provisions of subsection 9.04(d); (iii) immediately the Borrower or any of its Subsidiaries may make any investment permitted by subsection 9.04(e); (iv) the Borrower or any of its Subsidiaries may merge with or consolidate into any other Person, PROVIDED that (a) the Borrower is the surviving corporation in respect of any merger or consolidation involving the Borrower, (b) subject to the preceding clause (a), after giving effect to any such transaction on merger or consolidation, the surviving entity in respect thereof shall be a pro forma basis,wholly owned Subsidiary, and (c) no such merger or consolidation shall be made if a Default would exist, or with the giving of notice or a passage of time, or both, would come into existence after giving effect thereto; and (Av) the Borrower or the Person formed by any of its Subsidiaries may sell, transfer or surviving dispose of any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty Receivables and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agent. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, Receivables Related Assets pursuant to any other PersonPermitted Receivables Purchase Facility. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor Irish Holdings will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidateother than in order to consummate a Permitted Acquisition, amalgamate enter into any merger, consolidation, reorganization, or merge with recapitalization, or into another Person reclassify its Equity Interests, except for (whether i) any merger between Loan Parties, provided, that Borrower must be the surviving entity of any such merger to which it is a party and no merger may occur between Holdings and Borrower or Irish Holdings and Holdings or Borrower, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Borrower Loan Party so long as such Loan Party is the surviving corporationentity of any such merger, (iii) any merger between Subsidiaries of Irish Holdings that are not Loan Parties, (iv) Pre-IPO Reorganization, (v) any Subsidiary of Irish Holdings may liquidate or sell, assign, transfer, convey dissolve or otherwise dispose of all or substantially all change its legal form if the Borrower determines in good faith that such action is in the best interests of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a wholeand is not materially adverse to the Lenders, in one provided, that (1) the Person who receives the assets of any dissolving or more related transactions, to another Person, unless: (i) either (A) a Borrower or liquidating Subsidiary of Irish Holdings that is a Guarantor shall be a Loan Party and (2) the continuing Borrower shall not be liquidated or surviving Person; dissolved, and (vi) the merger of SageQuest and the Borrower, provided, , that (1) if a Borrower is involved, a the Borrower shall be the continuing or surviving Person provide Agent with 10 Business Days notice prior to consummating such merger, and (2) if prior to the consummation of any such merger, SageQuest and the Borrower shall have provided Agent with such documentation requested by Agent in its sole discretion in order to protect and maintain its security, including without limitation, in the event SageQuest is the surviving entity of such merger, a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not joinder agreement pursuant to which SageQuest shall become a Borrower, such Guarantor shall be the continuing or surviving Person, orBorrower hereunder. (Bb) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, so long as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; exists or would result therefrom, any Subsidiary of Irish Holdings may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 6.9; provided, that, (iiii) immediately after giving effect to such transaction on a pro forma basis, (A) if the Borrower is a party to such merger or the Person formed by or surviving any such consolidation, amalgamation the Borrower is the surviving or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or continuing Person and (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior if a Guarantor is a party to such transaction; and (iv) each Guarantormerger or consolidation, unless such Guarantor is the surviving or continuing Person (other than any merger or consolidation with a Borrower, in which case the Borrower shall be the surviving or continuing Person), (ii) Irish Holdings and its Subsidiaries, and the surviving or continuing Person, shall have complied in all respects with the applicable requirements of Section 5.11 and Section 5.12, (iii) Agent’s Liens on and security interests in the Collateral of any Subsidiary of Irish Holdings party to such merger or consolidation shall not be terminated or adversely affected and shall remain a Borrower has entered perfected, first-priority security interest therein, and (iv) no Subsidiary of Irish Holdings shall merge or consolidate with or into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed Person that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in is a manner reasonably satisfactory to the Agent. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to any other Person.CFC, (c) Clauses liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of Irish Holdings with nominal assets and nominal liabilities, (ii)) the liquidation or dissolution of a Loan Party (other than Irish Holdings, Holdings 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) and the liquidation or dissolution of a Subsidiary of Irish Holdings that is not a Loan Party (ivother 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 Irish Holdings that is not liquidating or dissolving, or (d) 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 6.3(a) will not apply6.4.

Restrictions on Fundamental Changes. Each Obligor None of Borrowers and their Significant Subsidiaries will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidate, amalgamate or merge with or into another Person (whether consolidate into, or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of acquire all or substantially all of the properties and assets of, any Person, or sell, transfer, lease or otherwise dispose of the Par Borrower and its Restricted Subsidiaries taken as a whole, (whether in one transaction or more related in a series of transactions) all or substantially all of its assets, to another Person, unlessexcept that: (i) either Any of LSI's Significant Subsidiaries may merge with, consolidate into or transfer all or substantially all of its assets to another of LSI's Significant Subsidiaries or to LSI and in connection therewith such Significant Subsidiary (other than LSI) may be liquidated or dissolved, provided that (A) a Borrower or a Guarantor shall be if the continuing or surviving Person; provided, (1) if a Borrower is involvedtransaction involves either Borrower, a such Borrower shall be the continuing or surviving Person , and (2B) if any transaction shall be between a Guarantor that is not an Intermediation non-wholly owned Significant Subsidiary is involved and such other Person is not a Borrowerwholly owned Significant Subsidiary, such Guarantor the wholly owned Significant Subsidiary shall be the continuing or surviving Person, or (B) the Person formed by and provided further that no Material Adverse Effect or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the AgentDefault shall result therefrom; (ii) immediately after giving effect to such transaction, no Default Either Borrower or Event any of Default existsits Significant Subsidiaries may sell or dispose of assets in accordance with the provisions of Subparagraph 5.02(d); (iii) immediately after giving effect to such transaction on a pro forma basis, (A) the Either Borrower or the Person formed any of its Significant Subsidiaries may make any investment permitted by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicableSubparagraph 5.02(e), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each GuarantorEither Borrower may merge with or consolidate into any other Person pursuant to an Acquisition permitted by Subparagraph 5.02(e), unless provided that (A) such Guarantor Borrower is the Person surviving Person, (B) no such merger or consolidation shall be made while there exists a Default or if a Default or Material Adverse Effect would occur as a result thereof, and (C) such Borrower shall have complied with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty notice and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations other requirements of the Borrower or the surviving Person in accordance Subparagraph 5.02(e) with this Agreement, in a manner reasonably satisfactory to the Agent. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, respect to any other PersonAcquisition. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor Lessee will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Significant Subsidiaries to, (a) Consolidate, amalgamate or merge with or into another Person (whether consolidate into, or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of acquire all or substantially all of the properties and assets of, any Person, or sell, transfer, lease or otherwise dispose of the Par Borrower and its Restricted Subsidiaries taken as a whole, (whether in one transaction or more related in a series of transactions) all or substantially all of its assets, to another Person, unlessexcept that: (i) either Any of Lessee’s Significant Subsidiaries may merge with, consolidate into or transfer all or substantially all of its assets to another of Lessee’s Significant Subsidiaries or to Lessee and in connection therewith such Significant Subsidiary (other than Lessee) may be liquidated or dissolved; provided that (A) if the transaction involves Lessee, Lessee shall be the surviving Person, and (B) if any transaction shall be between a Borrower or non-wholly owned Significant Subsidiary and a Guarantor wholly owned Significant Subsidiary, the wholly owned Significant Subsidiary shall be the continuing or surviving Person; provided, (1) if a Borrower is involvedand, a Borrower provided further, that no Material Adverse Effect or Lease Default or Lease Event of Default exists or shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agentresult therefrom; (ii) immediately after giving effect to such transaction, no Default Lessee or Event any of Default existsits Significant Subsidiaries may sell or dispose of assets in accordance with the provisions of Section 18.2(d); (iii) immediately after giving effect to such transaction on a pro forma basis, Lessee or any of its Significant Subsidiaries may make any Acquisition so long as (A) the Borrower no Lease Default or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 Lease Event of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or Default has occurred and is continuing and (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions no Lease Default, Lease Event of Default or Material Adverse Effect would be higher than prior to such transaction; andoccur as a result thereof; (iv) each GuarantorLessee may merge with or consolidate into any other Person, unless such Guarantor provided that (A) Lessee is the Person with which surviving Person, and (B) no such merger or consolidation shall be made while there exists a Borrower has entered into Lease Default or Lease Event of Default or if a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations Lease Default or Lease Event of the Borrower Default or the surviving Person in accordance with this Agreement, in Material Adverse Effect would occur as a manner reasonably satisfactory to the Agentresult thereof. (bv) lease all Lessee may merge with or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to consolidate into any other PersonPerson in connection with a hostile takeover of Lessee by such Person that occurs without the consent of Lessee. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor Loan Party will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidate, amalgamate or merge with or into another Person (whether or not a the Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i) either either (A) a the Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a the Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and and (2) assumes all the obligations of such the Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; (iii) immediately after giving effect to such transaction on a pro forma basis, , (Ai) the Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a the Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or or (Bii) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a the Borrower has entered into a transaction under this covenant, will have by amendment to the applicable Guaranty and Security Agreement confirmed that the such Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agent. (b) Directly or indirectly, lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basisas one enterprise, in one or more related transactions, to any other Person. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not applyapply (x) to any merger, amalgamation, consolidation or sale, assignment, transfer, conveyance or other disposition of assets (A) between or among the Borrower and any of its Restricted Subsidiaries or between the Borrower and its Restricted Subsidiaries, on the one hand, and any Subsidiary of the Borrower that is not a Restricted Subsidiary, on the other hand, so long as the survivor of such merger, amalgamation or consolidation is the Borrower or a Restricted Subsidiary (as applicable) (and (x) if either entity was the Borrower, the Borrower, and (y) if either entity was a Guarantor, the Borrower or a Guarantor) or (B) effected in connection with a Disposition permitted by Section 6.4 or an Investment permitted by Section 6.7 or (y) if, in the good faith determination of the Board of Directors of the Borrower, whose determination is evidenced by a board resolution, the sole purpose of the transaction is to change the jurisdiction of incorporation of the Borrower. (d) Section 6.3(a) and (b) shall not apply to (i) any transfer of assets by the Borrower to any Guarantor, (ii) any transfer of assets among Guarantors to the Borrower, (iii) any transfer of assets by a Restricted Subsidiary that is not a Guarantor to (x) another Restricted Subsidiary that is not a Guarantor or (y) the Borrower or any Guarantor, (iv) any merger, amalgamation or consolidation of two Subsidiaries so long as the surviving entity is a Restricted Subsidiary and, if either of such Subsidiaries was a Guarantor, so long as the surviving entity is a Guarantor or (v) any merger, amalgamation or consolidation effected in connection with a Disposition permitted by Section 6.4 or an Investment permitted by Section 6.7. (e) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Borrower in accordance with Section 6.3(a) or (b) hereof, the successor formed by such consolidation or into or with which the Borrower is merged or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, conveyance or other disposition, the provisions of this Agreement referring to the “Borrower” shall refer instead to the successor and not to the Borrower), and may exercise every right and power of the Borrower under this Agreement with the same effect as if such successor Person had been named as the Borrower herein and the predecessor will be released from all obligations.

Restrictions on Fundamental Changes. Each Obligor (a) Holdings will not, and will not permit in any transaction or series of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidatetransactions, amalgamate consolidate with or merge into or engage in a scheme of arrangement qualifying as an amalgamation with or into another Person (whether or not a Borrower is the surviving corporation) any Person, or sell, assignlease, transferconvey, convey transfer or otherwise dispose of all or substantially all of the properties and its assets of the Par Borrower and its Restricted Subsidiaries taken as to any Person (each such transaction, a whole, in one or more related transactions, to another Person“Fundamental Change”), unless: (i1) either either (Ax) a Borrower or a Guarantor Holdings shall be the continuing Person or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (By) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower Holdings) formed by such consolidation or a Restricted Subsidiaryinto which Holdings is merged or amalgamated, as applicable) or to which such Disposition will have been made sale, lease, conveyance, transfer or other disposition is made (1the “Holdings Successor”) is organized (i) shall become a Guarantor hereunder and assume by supplemental indenture, assumption agreement or existing under the laws of the United Statesotherwise, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements in each case in form and substance reasonably satisfactory to the Agent; Trustee, all obligations of Holdings hereunder, (ii) the Collateral Rig Owner is the direct or indirect wholly-owned Subsidiary of the Holdings Successor and the Collateral Rig Operator is the direct or indirect Wholly-Owned Subsidiary of the Holdings Successor, in each case, immediately after giving effect to such transaction, no Default or Event Fundamental Change and (iii) the Collateral and Guaranty Requirements in respect of Default existsthe Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (iii2) immediately after giving effect to such transaction on a pro forma basis,or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (A3) the Borrower Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(a)(1) comply with this Indenture. (b) TINC will not, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) TINC shall be the continuing Person or (y) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower TINC) formed by such consolidation or a Restricted Subsidiary, as applicable)into which TINC is merged or amalgamated, or to which such Disposition sale, lease, conveyance, transfer or other disposition is made (the “TINC Successor”) (i) shall become a Guarantor hereunder and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of TINC hereunder, (ii) the Collateral Rig Owner is the direct or indirect wholly-owned Subsidiary of the TINC Successor and the Collateral Rig Operator is the direct or indirect Wholly-Owned Subsidiary of the TINC Successor, in each case, immediately after giving effect to such Fundamental Change and (iii) the Collateral and Guaranty Requirements in respect of the Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(b)(1) comply with this Indenture. (c) The Collateral Rig Owner will not, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) Collateral Rig Owner immediately prior to consummation of such Fundamental Change shall be the continuing Person or (y) the Person (if other than the Collateral Rig Owner immediately prior to consummation of such Fundamental Change) formed by such consolidation or into which the Collateral Rig Owner immediately prior to consummation of such Fundamental Change is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor Collateral Rig Owner”) (i) is a Subsidiary of Holdings and TINC (or their respective successors) that is in compliance with Section 4.11(b) and Section 4.29, (ii) is organized under the laws of a Permitted Jurisdiction, (iii) shall become the Collateral Rig Owner, a Guarantor and a Collateral Grantor hereunder and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of the Collateral Rig Owner under the applicable Note Documents, (iv) the Collateral Rig Operator is the Successor Collateral Rig Owner or is the direct or indirect Wholly-Owned Subsidiary of the Successor Collateral Rig Owner immediately after giving effect to such Fundamental Change and (v) the Collateral and Guaranty Requirements in respect of the Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have been madeoccurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, will each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(c)(1) comply with this Indenture. (d) Holdings shall not permit the Collateral Rig Operator to, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) Collateral Rig Operator immediately prior to consummation of such Fundamental Change shall be permitted the continuing Person or (y) the Person (if other than the Collateral Rig Operator immediately prior to incur at least $1.00 consummation of additional Indebtedness such Fundamental Change) formed by such consolidation or into which the Collateral Rig Operator immediately prior to consummation of such Fundamental Change is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor Collateral Rig Operator” and together with the Holdings Successor, the TINC Successor and the Successor Collateral Rig Owner, each a “Note Party Successor”) (i) is a Subsidiary of Holdings and TINC (or their respective successors) and is the Collateral Rig Owner or a direct or indirect Wholly-Owned Subsidiary of the Collateral Rig Owner that is in compliance with Section 4.29, (ii) is organized under sub-the laws of a Permitted Jurisdiction, (iii) is a party to the Drilling Contract (including, for the avoidance of doubt, pursuant to clause (cb) of the definition of “Permitted Indebtedness” orDrilling Contract”), (iv) shall become the Collateral Rig Operator and a Collateral Grantor hereunder, and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of the Collateral Rig Operator under the applicable Note Documents and (v) the Collateral and Guaranty Requirements in respect of the Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (B2) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior giving effect to such transactiontransaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (iv3) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment Company delivers to the Guaranty Trustee an Officer’s Certificate and Security Agreement confirmed an Opinion of Counsel, each stating that the Guaranty transaction and Security Agreement will apply to the obligations of the Borrower any supplemental indenture, assumption agreement or the surviving Person in accordance other agreement (if any) required under Section 4.13(d)(1) comply with this Agreement, in a manner reasonably satisfactory to the AgentIndenture. (be) lease For the avoidance of doubt, (x) the term “merger” as used in this Section 4.13 includes an amalgamation under Cayman Islands law, and the term “all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered assets”, as used in this Section 4.13, with respect to any Note Party, shall be computed on a consolidated basis, (y) entry into a drilling contract or bareboat charter shall not constitute a sale, lease, conveyance, transfer or other disposition subject to this Section 4.13 and (z) a reference to “series of transactions” in one or more this Section 4.13 shall mean a series of related transactions, to any other Person. (cf) Clauses Upon any Fundamental Change of any Note Party described in the preceding clauses (ii)a) through (d) in which the applicable Note Party is not the continuing Person, (iii) or the Person to which any sale, lease, conveyance, transfer or other disposition is made in accordance with this Section 4.13, the applicable Note Party Successor shall succeed to, and (iv) be substituted for, and may exercise every right and power of Section 6.3(a) the applicable predecessor Note Party under this Indenture, the Securities and the other applicable Note Documents with the same effect as if such Note Party Successor had been named as the applicable Note Party herein and therein and the predecessor Note Party, in the case of a sale, transfer, conveyance, or other disposition, shall be released from all obligations under this Indenture, the Securities and the other Note Documents, provided, that in the case of a lease of all or substantially all its assets, the predecessor Note Party will not applybe released from its obligations under this Indenture, the Securities or other applicable Note Documents.

Restrictions on Fundamental Changes. Each Obligor will notEnter into any merger, and will not permit consolidation, reorganization, or recapitalization, or reclassify their Stock, or liquidate, wind up, or dissolve themselves (or suffer any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidateliquidation or dissolution), amalgamate or merge with or into another Person (whether or not a Borrower is the surviving corporation) or convey, sell, assign, lease, transfer, convey or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the properties and assets of the Par their property or assets; provided, however, that: (a) a Borrower and its or any Restricted Subsidiaries taken as Subsidiary may enter into a whole, in one merger or more related transactions, to another Person, unlessconsolidation so long as: (i) either (A) a such Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) , is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agentsurviving Person; (ii) immediately after giving effect to such transactiontransaction on a pro forma basis, no Default or Event of Default exists; (iii) such transaction would not result in the loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension, or material impairment; (i) such Borrower or Restricted Subsidiary has Consolidated Net Worth (immediately after giving effect the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of such transaction on a pro forma basis, (A) the Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to immediately preceding such transaction, and (ii) Borrowers, on a consolidated basis, shall have an Interest Coverage Ratio of not less than 2.0:1.0 for their most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such Disposition will have been made, will be permitted to incur transaction and after giving pro forma effect thereto as if such transaction had occurred at least $1.00 of additional Indebtedness under sub-clause (c) the beginning of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transactionapplicable four-quarter period; and (ivv) each Guarantorsuch Borrower or Restricted Subsidiary, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenantas applicable, will have by amendment prior to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply consummation of any proposed transaction, shall deliver to Lender a certificate of an officer of such Borrower or Restricted Subsidiary, as applicable, to the obligations foregoing effect, an opinion of counsel, stating that all conditions precedent to the Borrower or the surviving Person in accordance proposed transaction provided for herein have been complied with this Agreement, in and a manner written statement from a firm of independent public accountants of established national reputation reasonably satisfactory to Lender that the Agentproposed transaction complies with the foregoing clause (iv). (b) A Borrower or any Restricted Subsidiary may sell, transfer, assign, lease all or substantially all otherwise dispose of the properties or its assets of the Par Borrower and its Restricted Subsidiaries considered on in a consolidated basis, in one or more related transactions, to any other Person.transaction that is permitted by Section 7.4; and (c) Clauses (ii), (iii) Any Restricted Subsidiary of a Borrower may liquidate or dissolve if such Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Borrower and (iv) of Section 6.3(a) will is not applymaterially disadvantageous to Lender.

Restrictions on Fundamental Changes. Each Obligor (a) Holdings will not, and will not permit in any transaction or series of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidatetransactions, amalgamate consolidate with or merge into or engage in a scheme of arrangement qualifying as an amalgamation with or into another Person (whether or not a Borrower is the surviving corporation) any Person, or sell, assignlease, transferconvey, convey transfer or otherwise dispose of all or substantially all of the properties and its assets of the Par Borrower and its Restricted Subsidiaries taken as to any Person (each such transaction, a whole, in one or more related transactions, to another Person“Fundamental Change”), unless: (i1) either either (Ax) a Borrower or a Guarantor Holdings shall be the continuing Person or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (By) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower Holdings) formed by such consolidation or a Restricted Subsidiaryinto which Holdings is merged or amalgamated, as applicable) or to which such Disposition will have been made sale, lease, conveyance, transfer or other disposition is made (1the “Holdings Successor”) is organized (i) shall become a Guarantor hereunder and assume by supplemental indenture, assumption agreement or existing under the laws of the United Statesotherwise, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements in each case in form and substance reasonably satisfactory to the Agent; Trustee, all obligations of Holdings hereunder, (ii) the Collateral Rig Owner is the direct or indirect wholly-owned Subsidiary of the Holdings Successor and the Collateral Rig Operator is the direct or indirect Wholly-Owned Subsidiary of the Holdings Successor, in each case, immediately after giving effect to such transaction, no Default or Event Fundamental Change and (iii) the Collateral and Guaranty Requirements in respect of Default existsthe Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (iii2) immediately after giving effect to such transaction on a pro forma basis,or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (A3) the Borrower Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(a)(1) comply with this Indenture. (b) TINC will not, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) TINC shall be the continuing Person or (y) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower TINC) formed by such consolidation or a Restricted Subsidiary, as applicable)into which TINC is merged or amalgamated, or to which such Disposition sale, lease, conveyance, transfer or other disposition is made (the “TINC Successor”) (i) shall become a Guarantor hereunder and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of TINC hereunder, (ii) the Collateral Rig Owner is the direct or indirect wholly-owned Subsidiary of the TINC Successor and the Collateral Rig Operator is the direct or indirect Wholly-Owned Subsidiary of the TINC Successor, in each case, immediately after giving effect to such Fundamental Change and (iii) the Collateral and Guaranty Requirements in respect of the Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(b)(1) comply with this Indenture. (c) The Collateral Rig Owner will not, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) Collateral Rig Owner immediately prior to consummation of such Fundamental Change shall be the continuing Person or (y) the Person (if other than the Collateral Rig Owner immediately prior to consummation of such Fundamental Change) formed by such consolidation or into which the Collateral Rig Owner immediately prior to consummation of such Fundamental Change is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor Collateral Rig Owner”) (i) is a Subsidiary of Holdings and TINC (or their respective successors) that is in compliance with Section 4.11(b) and Section 4.29, (ii) is organized under the laws of a Permitted Jurisdiction, (iii) shall become the Collateral Rig Owner, a Guarantor and a Collateral Grantor hereunder and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of the Collateral Rig Owner under the applicable Note Documents and (iv) the Collateral and Guaranty Requirements in respect of the Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have been madeoccurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, will each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(c)(1) comply with this Indenture. (d) Holdings shall not permit the Collateral Rig Operator to, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) Collateral Rig Operator immediately prior to consummation of such Fundamental Change shall be permitted the continuing Person or (y) the Person (if other than the Collateral Rig Operator immediately prior to incur at least $1.00 consummation of additional Indebtedness such Fundamental Change) formed by such consolidation or into which the Collateral Rig Operator immediately prior to consummation of such Fundamental Change is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor Collateral Rig Operator” and together with the Holdings Successor, the TINC Successor and the Successor Collateral Rig Owner, each a “Note Party Successor”) (i) is a Subsidiary of Holdings and TINC (or their respective successors) that is in compliance with Section 4.29, (ii) is organized under sub-the laws of a Permitted Jurisdiction, (iii) is a party to the Drilling Contract (including, for the avoidance of doubt, pursuant to clause (cb) of the definition of “Permitted Indebtedness” orDrilling Contract”), (iv) shall become the Collateral Rig Operator and a Collateral Grantor hereunder, and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of the Collateral Rig Operator under the applicable Note Documents and (v) the Collateral and Guaranty Requirements in respect of the Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (B2) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior giving effect to such transactiontransaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (iv3) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment Company delivers to the Guaranty Trustee an Officer’s Certificate and Security Agreement confirmed an Opinion of Counsel, each stating that the Guaranty transaction and Security Agreement will apply to the obligations of the Borrower any supplemental indenture, assumption agreement or the surviving Person in accordance other agreement (if any) required under Section 4.13(d)(1) comply with this Agreement, in a manner reasonably satisfactory to the AgentIndenture. (be) lease For the avoidance of doubt, (x) the term “merger” as used in this Section 4.13 includes an amalgamation under Cayman Islands law, and the term “all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered assets”, as used in this Section 4.13, with respect to any Note Party, shall be computed on a consolidated basis, (y) entry into a drilling contract or bareboat charter shall not constitute a sale, lease, conveyance, transfer or other disposition subject to this Section 4.13 and (z) a reference to “series of transactions” in one or more this Section 4.13 shall mean a series of related transactions, to any other Person. (cf) Clauses Upon any Fundamental Change of any Note Party described in the preceding clauses (ii)a) through (d) in which the applicable Note Party is not the continuing Person, (iii) or the Person to which any sale, lease, conveyance, transfer or other disposition is made in accordance with this Section 4.13, the applicable Note Party Successor shall succeed to, and (iv) be substituted for, and may exercise every right and power of Section 6.3(a) the applicable predecessor Note Party under this Indenture, the Securities and the other applicable Note Documents with the same effect as if such Note Party Successor had been named as the applicable Note Party herein and therein and the predecessor Note Party, in the case of a sale, transfer, conveyance, or other disposition, shall be released from all obligations under this Indenture, the Securities and the other Note Documents, provided, that in the case of a lease of all or substantially all its assets, the predecessor Note Party will not applybe released from its obligations under this Indenture, the Securities or other applicable Note Documents.

Restrictions on Fundamental Changes. Each Obligor The Parent will not, and will not permit any of its Restricted Subsidiaries to wind up, liquidate or dissolve its affairs, merge or consolidate with any other than Intermediation Subsidiaries to, (a) ConsolidatePerson, amalgamate or merge with or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose Dispose of all or substantially all of the properties and assets of the Par Borrower Parent and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another any other Person, unlessexcept that: (ia) eitherany Restricted Subsidiary of the Parent may merge with and into, consolidate with or be dissolved or liquidated into, the Parent, the Borrower, any Subsidiary Guarantor or any other Restricted Subsidiary, so long as (w) in the case of any such merger, consolidation, dissolution or liquidation involving the Parent, except in the case of any such merger, consolidation, dissolution or liquidation involving the Borrower, the Parent is the surviving Person of any such merger, consolidation, dissolution or liquidation, (x) in the case of any such merger, consolidation, dissolution or liquidation involving the Borrower, the Borrower is the surviving Person of any such merger, consolidation, dissolution or liquidation, (y) except as provided in preceding clauses (w) and (x), in the cases of any such merger, consolidation, dissolution or liquidation involving a Subsidiary Guarantor, a Subsidiary Guarantor is the surviving corporation of any such merger, consolidation, dissolution or liquidation, and (z) in all cases in connection with a merger, consolidation, dissolution or liquidation involving a Credit Party, the Collateral and Guaranty Requirements shall be fully satisfied immediately after giving effect thereto; (Ab) a Borrower the Parent may merge or a Guarantor shall be the continuing consolidate with, or surviving Dispose of all or substantially all of its assets to, any other Person; provided, , so long as (t) either (1) if a Borrower the Parent is involved, a Borrower shall be the continuing surviving Person of any such merger or surviving Person consolidation or (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing resulting or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower the Parent) of any such merger or a Restricted Subsidiary, as applicable) consolidation or the Person to which such Disposition will has been made (including, in each case, in connection with a Redomestication) (the “Successor Parent”) is an entity organized or existing under the laws of a Permitted Jurisdiction, (u) no Default or Event of Default shall have been made occurred and is continuing, (1v) the Successor Parent (if other than the Parent, the Borrower or a Subsidiary Guarantor) expressly assumes all the Obligations of the Parent in respect of its Guaranty of the Term Loan Obligations pursuant to a novation or other agreements in form reasonably satisfactory to the Administrative Agent, (w) in all cases in connection with any such merger, consolidation or Disposition of assets, the Collateral and Guaranty Requirements shall be fully satisfied immediately after giving effect thereto, (x) the Successor Parent would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (A) be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 7.3(a) or (B) have had a Fixed Charge Coverage Ratio greater than or equal to the actual Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries (on a consolidated basis) for such four-quarter period, (y) in the case of subclause (t)(2) of this clause (b) (other than in the case where the Successor Parent is organized or existing under the laws of Delaware or another State of the United States), any state thereof in the event that the Successor Parent is organized in a jurisdiction that is different from the jurisdiction in which the Parent or the District relevant Restricted Subsidiary was organized immediately before giving effect to the transaction, such Successor Parent has delivered to the Administrative Agent an opinion of Columbia and counsel reasonably satisfactory to the Administrative Agent stating (1) that the obligations of such Successor Parent under this Agreement are enforceable under the laws of such Permitted Jurisdiction of its formation subject to customary exceptions and (2) the Lenders will not recognize any income, gain or loss for U.S. federal income tax purposes as a result of the transaction and will be subject to U.S. federal income tax on the same amount and at the same times as would have been the case if such transaction had not occurred and (z) such Successor Parent has agreed in writing to submit to New York jurisdiction and appoints an agent for the service of process in New York, each on terms reasonably satisfactory to the Administrative Agent; (c) the Borrower may merge or consolidate with, or Dispose of all or substantially all of its assets to, any other Person, so long as (u) either (1) the Borrower is the surviving Person of any such merger or consolidation or (2) the resulting or surviving Person (if other than the Borrower) of any such merger or consolidation or the Person to which such Disposition has been made (including, in each case, in connection with a Redomestication) (the “Successor Borrower”) is an entity organized or existing under the laws of a Permitted Jurisdiction, (v) no Default or Event of Default shall have occurred and is continuing, (w) the Successor Borrower (if other than the Borrower) expressly assumes all the obligations of the Borrower under the Credit Documents pursuant to a novation or other agreements in form reasonably satisfactory to the Administrative Agent, (x) in all cases in connection with any such merger, consolidation or Disposition of assets, the Collateral and Guaranty Requirements shall be fully satisfied immediately after giving effect thereto, (y) each Credit Party (unless such Credit Party is the other party to the transactions described above) shall have confirmed to the Administrative Agent in writing, whether by a supplement to this Agreement or to the Guaranty and Collateral Agreement, that its Obligations under the Credit Documents to which it is a party shall apply to such Successor Borrower’s obligations under the Credit Documents, and (z) in the case of subclause (u)(2) of this clause (c) (other than in the case where any Successor Parent or the Successor Borrower is organized or existing under the laws of Delaware or another State of the United States), in the event that the Successor Borrower is organized in a jurisdiction that is different from the jurisdiction in which the Borrower was organized immediately before giving effect to the transaction, such Successor Borrower has delivered to the Administrative Agent an opinion of counsel reasonably satisfactory to the Administrative Agent stating (1) that the obligations of such Successor Borrower under this Agreement are enforceable under the laws of such Permitted Jurisdiction of its formation subject to customary exceptions and (2) the Lenders will not recognize any income, gain or loss for U.S. federal income tax purposes as a result of the transaction and will be subject to U.S. federal income tax on the same amount and at the same times as would have been the case if such transaction had not occurred; (d) any Restricted Subsidiary may merge or consolidate with any other Person, so long as in the case of any merger or consolidation involving a Subsidiary Guarantor, (v) either (1) the Subsidiary Guarantor is the surviving Person of any such merger or consolidation or (2) the resulting or surviving Person (if other than such Subsidiary Guarantor) of any such merger or consolidation or the Person to which such Disposition has been made (including, in each case, in connection with a Redomestication) (the “Successor Guarantor”) is an entity organized or existing under the laws of a Permitted Jurisdiction, (w) no Default or Event of Default shall have occurred and is continuing, (x) the Successor Guarantor (if other than the Parent, the Borrower or another Subsidiary Guarantor) expressly assumes all the obligations of such Borrower or such Restricted Subsidiary Guarantor under the Loan Credit Documents pursuant to a novation or other agreements in form reasonably satisfactory to the Administrative Agent; , (iiy) in all cases in connection with a merger or consolidation involving a Subsidiary Guarantor, the Collateral and Guaranty Requirements shall be fully satisfied immediately after giving effect thereto and (z) in the case of subclause (v)(2) above (other than in the case where the Successor Guarantor is organized or existing under the laws of Delaware or another State of the United States), in the event that the Successor Guarantor is organized in a jurisdiction that is different from the jurisdiction in which the relevant Subsidiary Guarantor was organized immediately before giving effect to such the transaction, no Default such Successor Guarantor has delivered to the Administrative Agent an opinion of counsel reasonably satisfactory to the Administrative Agent stating (1) that the obligations of such Successor Guarantor under the Credit Documents are enforceable under the laws of such Permitted Jurisdiction of its formation subject to customary exceptions and (2) the Lenders will not recognize any income, gain or Event loss for U.S. federal income tax purposes as a result of Default existsthe transaction and will be subject to U.S. federal income tax on the same amount and at the same times as would have been the case if such transaction had not occurred; (iiie) immediately after giving effect any Restricted Subsidiary that either is not a Credit Party or is not a Material Guarantor may wind up, liquidate or dissolve its affairs, so long as (x) the Parent determines that such action is not adverse to such transaction on a pro forma basis,the interests of the Lenders and (y) the Liens granted to the Collateral Agent for the benefit of the Secured Parties to the extent required by the Collateral and Guaranty Requirements shall remain in full force and effect; (Af) the Borrower or the Person formed any Redomestication shall be permitted; and (g) Dispositions permitted by or surviving any such consolidation, amalgamation or merger Section 7.5 and Section 7.6 (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of including Dispositions that are excluded from the definition of “Permitted IndebtednessAsset Sale” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would shall be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agentpermitted. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to any other Person. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor The Parent Borrower will not, and will not permit any of its Restricted Subsidiaries to wind up, liquidate or dissolve its affairs, merge or consolidate with any other than Intermediation Subsidiaries to, (a) ConsolidatePerson, amalgamate or merge with or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose Dispose of all or substantially all of the properties and assets of the Par Parent Borrower and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another any other Person, unlessexcept that: (ia) either (A) a any Restricted Subsidiary of the Parent Borrower may merge with and into, consolidate with or a Guarantor shall be dissolved or liquidated into, the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Parent Borrower, such the Cayman Borrower, any Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, so long as applicable(w) in the case of any such merger, consolidation, dissolution or to which liquidation involving the Parent Borrower, the Parent Borrower is the surviving Person of any such Disposition will have been made merger, consolidation, dissolution or liquidation, (1x) in the case of any such merger, consolidation, dissolution or liquidation involving the Cayman Borrower, except in the case of any such merger, consolidation, dissolution or liquidation involving the Parent Borrower, the Cayman Borrower is organized the surviving Person of any such merger, consolidation, dissolution or existing under liquidation, (y) except as provided in preceding clauses (w) and (x), in the laws cases of any such merger, consolidation, dissolution or liquidation involving a Guarantor, a Guarantor is the United Statessurviving corporation of any such merger, any state thereof consolidation, dissolution or liquidation, and (z) in all cases in connection with a merger, consolidation, dissolution or liquidation involving a Credit Party, the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) Collateral and Guaranty Requirements shall be fully satisfied immediately after giving effect to thereto; (b) the Parent Borrower may merge or consolidate with, or Dispose of all or substantially all of its assets to, any other Person, so long as (w) the Parent Borrower is the surviving Person of any such transactionmerger or consolidation, (x) no Default or Event of Default exists; shall have occurred and is continuing, (iiiy) no Event of Default described in Section 8.1(j) occurs as a result thereof and (z) in all cases in connection with any such merger, consolidation or Disposition of assets, the Collateral and Guaranty Requirements shall be fully satisfied immediately after giving effect to such transaction on a pro forma basis,thereto; (A) the Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) any Restricted Subsidiary may merge or consolidate with any other Person, so long as (x) in the case of any merger or consolidation involving a Guarantor, the Guarantor is the surviving Person of any such merger or consolidation, (y) no Default or Event of Default shall have occurred and is continuing and (z) in all cases in connection with a merger or consolidation involving a Guarantor, the Collateral and Guaranty Requirements shall be fully satisfied immediately after giving effect thereto; (d) any Restricted Subsidiary that either is not a Credit Party or is not a Material Guarantor may wind up, liquidate or dissolve its affairs, so long as (x) the Parent Borrower determines that such action is not adverse to the interests of the Lenders and (y) the Liens granted to the Collateral Agent for the benefit of the Secured Parties to the extent required by the Collateral and Guaranty Requirements shall remain in full force and effect; (e) any Redomestication shall be permitted; and (f) Dispositions permitted by Section 7.5 and Section 7.6 (including Dispositions that are excluded from the definition of “Permitted Indebtedness” or (BAsset Sale”) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would shall be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agentpermitted. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to any other Person. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) ConsolidateEnter into any merger, amalgamate consolidation, reorganization, or merge with recapitalization, or into another Person reclassify its Capital Stock (whether or not including pursuant to a Borrower is the surviving corporation) or sellDivision), assignexcept for, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, subject to another Person, unless:applicable Gaming Laws, (i) either any merger between Loan Parties (A) a Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involvedother than Parent and Intermediate Holdings), a provided that in any merger involving Borrower, Borrower shall be the continuing or surviving Personentity of any such merger, (2ii) if a Guarantor any merger between Loan Parties (other than Parent and Intermediate Holdings) and Restricted Subsidiaries of Borrower that are not Loan Parties so long as such Loan Party is not an Intermediation Subsidiary is involved and the surviving entity of any such other Person is not a Borrowermerger, such Guarantor shall be the continuing or surviving Person, orand (Biii) any merger between Restricted Subsidiaries of Borrower that are not Loan Parties;, and (iv) solely in connection with the First Amendment Transactions (as defined in the First Amendment), any merger, consolidation, reorganization, recapitalization or reclassification of Capital Stock between Borrower and GNOG LLC; provided that if the Person formed by or surviving any such consolidationmerger or consolidation is not Borrower (any such Person, amalgamation or merger the “Successor Borrower”) then (if other than a w) the Successor Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is shall be an entity organized or and existing under the laws of the United StatesStates of America, any state thereof State of the United States or the District of Columbia, (x) the Successor Borrower shall expressly assume the Obligations of Borrower pursuant to a written agreement in form and substance reasonably satisfactory to Agent and shall enter into any additional security and guaranty documentation reasonably requested by Agent, (y) except as Agent may otherwise agree, each Guarantor, unless it is the other party to such merger or consolidation, shall have executed and delivered a customary reaffirmation agreement confirming that its guarantee of, and grant of any Lien as security for, the Obligations of the Borrower shall apply to the Successor Borrower’s obligations under this Agreement and the other Loan Documents and (z) upon the request of Agent, the Borrower shall have delivered to Agent an officer’s certificate stating that such merger or consolidation complies with this Agreement and no Event of Default then exists or would result from such merger or consolidation and an opinion of counsel in form and substance reasonably satisfactory to Agent; it being understood and agreed that if the foregoing conditions under clauses (w) through (z) are satisfied, the Successor Borrower will succeed to, and be substituted for, Borrower under this Agreement and the other Loan Documents; provided, that Borrower agrees to provide any documentation and other information about the Successor Borrower at least three Business Days prior to the consummation of any such merger or consolidation as shall have been reasonably requested in writing by any Lender through Agent at least ten Business Days prior to the consummation of such merger or consolidation that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (v) solely in connection with the First Amendment Transactions (as defined in the First Amendment), any merger or consolidation between Intermediate Holdings and a newly formed Person; provided that if the Person formed by or surviving any such merger or consolidation is not Borrower (any such Person, the “Successor Holdings”) then (x) the Successor Holdings shall be an entity organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia, (y) the Successor Holdings shall expressly assume the Obligations of Intermediate Holdings pursuant to a written agreement in form and substance reasonably satisfactory to Agent and shall enter into any additional security and guaranty documentation reasonably requested by Agent and (z) upon the request of Agent, the Borrower shall have delivered to Agent an officer’s certificate stating that such merger or consolidation complies with this Agreement and no Event of Default then exists or would result from such merger or consolidation and an opinion of counsel in form and substance reasonably satisfactory to Agent; it being understood and agreed that if the foregoing conditions under clauses (x) through (z) are satisfied, the Successor Holdings will succeed to, and be substituted for, Intermediate Holdings under this Agreement and the other Loan Documents; (b) Liquidate, wind up, or dissolve itself (including pursuant to a Division) (or suffer any liquidation or dissolution (including pursuant to a Division)), except for (i) the liquidation or dissolution of non-operating Restricted Subsidiaries of Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Parent, Intermediate Holdings or Borrower) or any of its wholly-owned Restricted Subsidiaries so long as all of the assets (including any interest in any Capital 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 Borrower that is not a Loan Party so long as all of the assets of such liquidating or dissolving Restricted Subsidiary are transferred to a Restricted Subsidiary of Borrower that is not liquidating or dissolving; (c) Suspend or 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 the transactions permitted pursuant to Section 6.4; or (d) Parent will not convey or transfer or lease all or substantially all of its assets in the IGaming Business to any Person, unless (i) (x) the conveyance or transfer is made to a newly formed direct wholly owned Subsidiary of Parent (“Intermediate Holdings”) and (y) Intermediate Holdings shall be an entity organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately after giving effect the conveyance or transfer to such transaction, no Default or Event Intermediate Holdings is of Default exists; (iii) immediately after giving effect to such transaction on a pro forma basis, (A) the Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) 100% of the definition Equity Interests of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the AgentBorrower. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to any other Person. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor will not, and will not permit Neither the Borrower ----------------------------------- nor any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidateshall be a party to any merger into or consolidation with, amalgamate or merge with or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey make an Acquisition or otherwise dispose of purchase or acquire all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a wholeor stock of, in one or more related transactions, to another any other Person, unlessor sell all or substantially all of its assets or stock, except: (a) the Borrower or any of its Subsidiaries may merge into or consolidate with, make an Acquisition or otherwise purchase or acquire all or substantially all of the assets or stock of any other Person if upon the consummation of any such merger, consolidation, purchase or Acquisition, (i) either (A) a Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under is the Loan Documents pursuant surviving corporation to agreements reasonably satisfactory to any such merger or consolidation (or the Agent; other Person will thereby become a Subsidiary); (ii) immediately after giving effect the nature of the business of such acquired Person is a Permitted Business; (iii) the Borrower shall have delivered to the Agent (which the Agent shall promptly provide to each Lender) within ten (10) Business Days prior to the consummation of an Acquisition a report signed by an executive officer of the Borrower which shall contain calculations demonstrating the Borrower's compliance with Sections 6.20, 6.21, 6.22 and 6.23 (on a trailing four fiscal quarter pro forma basis, consistent with SEC regulations), such transactioncalculations to use historical financial results of the acquired business; (iv) the maximum cash purchase price paid and Indebtedness incurred to a seller by the Borrower or any of its Subsidiaries in connection with any single Acquisition shall not exceed $10,000,000 (provided that the Lenders hereby consent to the Acquisition of SMG Corporation, an Ontario corporation, and its Subsidiaries); (v) no Default or Event of Default exists; shall have occurred and be continuing or would otherwise be existing as a result of such merger, consolidation, purchase or Acquisition; and (iiivi) immediately after giving effect to such transaction on a pro forma basis, merger, consolidation, purchase or Acquisition is non-hostile in nature; and (Ab) the Borrower may purchase or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agent. (b) lease otherwise acquire all or substantially all of the properties stock or assets of, or otherwise acquire by merger or consolidation, any of its Subsidiaries, and any such Subsidiary may merge into, or consolidate with, or purchase or otherwise acquire all or substantially all of the Par assets or stock of or sell all or substantially all of its assets or stock to, any other Subsidiary of the Borrower and its Restricted Subsidiaries considered on a consolidated basisor the Borrower, in one or more related transactions, each case so long as the Borrower shall be the surviving entity to any such merger or consolidation if the transaction is with the Borrower. Except as otherwise permitted in this Section 6.11, the Borrower shall not sell or dispose of any capital stock of or its ownership interest in any of the Guarantors or any other PersonSubsidiaries which it may form. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. (a) Each Obligor Loan Party will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidate, amalgamate merge or merge consolidate with or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another any other Person, unless: except that (i) either any Loan Party (Aother than Global Holdings) a Borrower may merge or a Guarantor shall be the continuing consolidated with or surviving Person; provided, into any other Loan Party (1other than Global Holdings), (ii) if a Borrower is involved, a Borrower shall any Subsidiary of Global Holdings may merge or be the continuing consolidated with or surviving Person into any other Subsidiary of Global Holdings and (2iii) if a Guarantor that is not an Intermediation any Subsidiary is involved and such may merge with any other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower Subsidiary of Global Holdings) in order to effect a Permitted Investment, a Permitted Acquisition or a Restricted SubsidiaryPermitted Disposition permitted pursuant to the applicable provisions of clause (m) of the definition of Permitted Investments and clauses (p), as applicable(s) and (t) of the definition of Permitted Dispositions, provided that, in each such case under (i),(ii) or to which such Disposition will have been made (1) is organized or existing under the laws of the United Statesiii), any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately after giving effect to any such transaction, proposed transaction (x) no Default or Event of Default exists; would exist, (iiiy) immediately after giving effect to such transaction on a pro forma basis, (A) in the Borrower or the Person formed by or surviving case of any such consolidationmerger to which any Borrower is a party, amalgamation or merger a Borrower (if other than a Borrower or a Restricted SubsidiaryGlobal Holdings) is the surviving entity, as applicable), or and (z) in the case of any such merger to which such Disposition will have been madea Guarantor is a party, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such a Guarantor is the Person with which surviving entity (or if not the surviving entity, the survivor shall, on the date of such transaction, (i) assume the obligations of such Guarantor and (ii) become a Borrower has entered into a transaction under this covenant, will have by amendment party to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person other applicable Loan Documents, in accordance with this Agreementeach case, in a manner reasonably satisfactory acceptable to the Agent (and in accordance with Section 5.11 hereof), including, without limitation, by (x) the execution of such documents of joinder and such lien and security agreements (in form and substance reasonably acceptable to the Agent) as are necessary for the Agent to have an Acceptable Security Interest in such Person's Property (other than Excluded Property (as defined in the Guaranty and Security Agreement)) and in the Equity Interests in such Person, and (y) demonstrating that the Agent will have an Acceptable Security Interest in such Person's Collateral and its compliance in all material respects with applicable laws). (ba) lease all or substantially all of the properties or assets of the Par Borrower Each Loan Party will not, and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to any other Person. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not applypermit any of its Subsidiaries to, effect any Acquisition other than a Permitted Acquisition.

Restrictions on Fundamental Changes. Each Obligor will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) ConsolidateEnter into any merger, amalgamate consolidation, reorganization, or merge with recapitalization, or into another Person reclassify its Stock except as permitted under this Agreement. (whether b) Liquidate, windup, or not a Borrower is the surviving corporation) dissolve itself (or sellsuffer any liquidation or dissolution), assignexcept, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken so long as a whole, in one or more related transactions, to another Person, unless: (i) either (A) a Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; has occurred and is continuing or would directly result, (ii) Agent has received not less than thirty (30) days advance written notice (but five (5) days advance written notice at all times prior to the Activation Date), and (iii) immediately after giving effect to such transaction on a pro forma basis,no Material Adverse Change would result: (Ai) the Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or Guarantor may (x) merge or consolidate with a Restricted SubsidiaryBorrower provided an existing Borrower is the surviving company, as applicable)(y) merge or consolidate with a Guarantor, provided any existing Borrower involved in such merger or consolidation is the surviving company, or (z) liquidate, windup, or dissolve within a reasonable period of time after the conveyance of all of its assets to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par either another Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each or a Guarantor, unless such Guarantor is the Person with which provided that a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agent. (b) lease may not convey all or substantially all of its assets to a Guarantor; and (ii) an Excluded Subsidiary may (x) merge or consolidate with a Borrower or Guarantor provided such Borrower or Guarantor is the properties surviving company, or (y) liquidate, windup, or dissolve within a reasonable period of time after the conveyance of all of its assets of the Par Borrower and its Restricted Subsidiaries considered on to either a consolidated basisBorrower, in one a Guarantor, or more related transactions, to any other Personanother Excluded Subsidiary. (c) Clauses 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 except as expressly permitted under this Agreement. (ii)d) Cause or suffer any Guarantor to enter into any merger or consolidation other than with a Borrower or another Guarantor except as otherwise permitted under this Agreement. (e) Cause or suffer any Excluded Subsidiary to enter into any merger or consolidation other than with a Borrower, a Guarantor, or another Excluded Subsidiary. (iiif) and Cause or suffer any Guarantor to 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 other than to a Borrower or another Guarantor or as otherwise expressly permitted under this Agreement. (ivg) Cause or suffer any Excluded Subsidiary to convey, sell, lease, license, assign, transfer, or otherwise dispose of, in one transaction or a series of Section 6.3(a) will not applytransactions, all or any substantial part of its assets other than to a Borrower, a Guarantor, or another Excluded Subsidiary or as otherwise expressly permitted under this Agreement.

Restrictions on Fundamental Changes. Each Obligor The Borrower will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, to (ai) Consolidateenter into any transaction of merger or consolidation, amalgamate or merge with liquidate, wind up or into another Person dissolve itself (whether or not a Borrower is the surviving corporationsuffer any liquidation or dissolution), or (ii) or convey, sell, assignlease, transfer, convey transfer or otherwise dispose of subsequent to the Closing Date, in one or more transactions, all or any portion of its business, properties or assets (real and personal, tangible and intangible) or any stock or other Securities of any of its Subsidiaries, whether now owned or hereafter acquired, constituting in the aggregate for all of such transactions consummated on or after the end of the second fiscal quarter of Fiscal Year 2001 more than 10% of Consolidated Tangible Assets as of the end of the second fiscal quarter of Fiscal Year 2001; provided, that, so long as no Event of Default or Potential Default has occurred and is continuing or would occur as a result thereof, (x) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower or any direct wholly-owned Subsidiary of the Borrower, or be liquidated, wound up or dissolved, or all or substantially all of the its business, properties or assets (real and assets of the Par Borrower personal, tangible and its Restricted Subsidiaries taken as a wholeintangible) may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or more related a series of transactions, to another Personthe Borrower or any direct wholly-owned Subsidiary of the Borrower; and (y) the Borrower or any of its Subsidiaries may acquire any Person by merger or consolidation, unlessprovided that the Borrower or such Subsidiary is the corporation surviving such merger or consolidation, in any transaction that would not cause an Event of Default or Potential Default under this Loan Agreement. B. The Borrower hereby represents and warrants that: (i) eitherany and all representations and warranties made by the Borrower and contained in the Loan Agreement (other than those which expressly relate to a prior period) are true and correct in all material respects as of the date of this Sixth Amendment; and (Aii) a No Default or Potential Default currently exists and is continuing under the Loan Agreement simultaneously with the execution of this Sixth Amendment. C. The Borrower or a Guarantor will execute such additional documents as are reasonably requested by the Agent to reflect the terms and conditions of this Sixth Amendment. D. Except as modified hereby and except for necessary modifications to exhibits to bring such exhibits in conformity with the terms of this Sixth Amendment, all of the terms and provisions of the Loan Agreement (and Exhibits) remain in full force and effect. E. The Borrower agrees to pay all reasonable costs and expenses in connection with the preparation, execution and delivery of this Sixth Amendment, including without limitation the reasonable fees and expenses of the Agent's legal counsel. F. This Sixth Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Sixth Amendment to produce or account for more than one such counterpart. G. This Sixth Amendment and the continuing or surviving Person; provided, (1) if a Borrower is involvedLoan Agreement, a Borrower as amended hereby, shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved deemed to be contracts made under, and such other Person is not a Borrower, such Guarantor for all purposes shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under construed in accordance with the laws of the United States, any state thereof or the District State of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; (iii) immediately after giving effect to such transaction on a pro forma basis, (A) the Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the AgentTennessee. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to any other Person. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor The Borrower will not, and will not permit any of its Restricted Subsidiaries to wind up, liquidate or dissolve its affairs, merge or consolidate with any other than Intermediation Subsidiaries to, (a) ConsolidatePerson, amalgamate consummate a Division as the Dividing Person, or merge with or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose Dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another any other Person, unlessexcept that: (ia) either (A) a any Restricted Subsidiary of the Borrower may merge with and into, consolidate with or a Guarantor shall be dissolved or liquidated into, the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such any Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, so long as applicable(x) in the case of any such merger, consolidation, dissolution or to which liquidation involving the Borrower, the Borrower is the surviving Person of any such Disposition will have been made merger, consolidation, dissolution or liquidation, (1y) except as provided in preceding clause (x), in the cases of any such merger, consolidation, dissolution or liquidation involving a Guarantor, a Guarantor is organized the surviving corporation of any such merger, consolidation, dissolution or existing under liquidation, and (z) in all cases in connection with a merger, consolidation, dissolution or liquidation involving a Credit Party, the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) Collateral and Guaranty Requirements shall be fully satisfied immediately after giving effect thereto; provided that, any merger, consolidation, dissolution, liquidation or Division under this clause (a) of a Restricted Subsidiary that is not a wholly-owned Subsidiary immediately prior to such transactiontransaction shall not be permitted unless such transaction is also permitted by Section 7.6. (b) the Borrower may merge or consolidate with, or Dispose of all or substantially all of its assets to, any other Person, so long as (w) the Borrower is the surviving Person of any such merger or consolidation, (x) no Default or Event of Default exists; shall have occurred and is continuing, (iiiy) no Event of Default described in Section 8.1(k) occurs as a result thereof and (z) in all cases in connection with any such merger, consolidation or Disposition of assets, the Collateral and Guaranty Requirements shall be fully satisfied immediately after giving effect to such transaction on a pro forma basis,thereto; (Ac) any Restricted Subsidiary may merge or consolidate with any other Person, so long as (x) in the case of any merger or consolidation involving a Guarantor, the Guarantor is the surviving Person of any such merger or consolidation, (y) no Default or Event of Default shall have occurred and is continuing and (z) in all cases in connection with a merger or consolidation involving a Guarantor, the Collateral and Guaranty Requirements shall be fully satisfied immediately after giving effect thereto; (d) any Restricted Subsidiary that is not a Credit Party may wind up, liquidate or dissolve its affairs, so long as (x) the Borrower or determines that such action is not adverse to the Person formed interests of the Lenders and (y) the Liens granted to the Security Trustee for the benefit of the Secured Parties to the extent required by or surviving any such consolidation, amalgamation or merger the Collateral and Guaranty Requirements shall remain in full force and effect; (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be e) Dispositions permitted to incur at least $1.00 of additional Indebtedness under sub-clause by Section 7.5 and Section 7.6 (c) of including Dispositions that are excluded from the definition of “Permitted Indebtedness” or (BAsset Sale”) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would shall be higher than prior to such transactionpermitted; and (ivf) each Guarantorany Restricted Subsidiary that is an LLC may consummate a Division as the Dividing Person if, unless such Guarantor is immediately upon the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations consummation of the Borrower or Division, the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agent. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in applicable Dividing person are held by one or more related transactionsRestricted Subsidiaries at such time, or with respect to any other Personassets not so held by one or more Restricted Subsidiaries, such Division, in the aggregate, would otherwise result in a Disposition permitted by Section 7.6. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) ConsolidateEnter into any merger, amalgamate consolidation, reorganization, or recapitalization, or reclassify its Stock (except for, with respect to Borrower only, common stock splits, common stock combinations (including reverse stock splits), common stock dividends payable in kind, changes in par value, preferred stock dividends payable in kind, exchanges of one equity securities for other equity securities or granting of options or rights in connection with any of the same); provided, however, that Borrower or any Subsidiary may merge with Borrower or into another Person (whether any other Subsidiary which is also a Guarantor or not other corporation or entity organized under the laws of a Borrower is State of the surviving corporation) or sell, assign, transfer, convey or otherwise dispose United States of all or America and with substantially all of its assets in the properties and assets United States of America, provided, that, as to any such merger with a third Person, each of the Par Borrower and its Restricted Subsidiaries taken following conditions is satisfied as a whole, determined in one or more related transactions, to another Person, unlessthe Permitted Discretion of Lender: (i) either Lender shall have received not less than twenty (A20) a Business Days prior written notice of the intention of Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation such Subsidiary is involved to so merge and such other Person is not a Borrowerinformation with respect thereto as Lender may reasonably request, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately as of the effective date of the merger and after giving effect to such transactionthereto, no Default or Event of Default exists; shall exist or be continuing, (iii) immediately after giving effect promptly upon Lender's request, Borrower shall furnish, or cause to be furnished to Lender, true, correct and complete copies of all agreements, documents and instruments relating to such transaction on a pro forma basis, (A) merger, including, but not limited to, the Borrower certificate or the Person formed by or surviving any such consolidationcertificates of merger as filed with each appropriate Secretary of State, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) promptly upon Lender's request, the surviving entity shall immediately upon the effectiveness of the merger expressly confirm in writing pursuant to an agreement, in form and substance reasonably satisfactory to Lender, its continuing liability in respect of the Obligations and Loan Documents and execute and deliver such other agreements, documents and instruments as Lender may reasonably request in connection therewith, (v) Borrower and each GuarantorSubsidiary shall, unless promptly upon Lender's request, ratify and confirm, in form and substance reasonably satisfactory to Lender, that its obligations with respect to the Obligations shall apply to the Obligations as assumed by such Guarantor is surviving entity, (vi) the Person with which whom Borrower or such Subsidiary is merging shall be engaged in the same or a similar business as Borrower has entered into or such Subsidiary, (vii) the assets acquired by Borrower or such Subsidiary pursuant to such merger shall be free and clear of any Lien, except as otherwise specifically permitted by this Agreement, (viii) at its option, Lender shall have conducted a transaction under this covenant, will have by amendment field examination with respect to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Person with whom Borrower or Subsidiary thereof is merging its assets and its business, (ix) in no event shall the total amount of all cash payments by Borrower or such Subsidiary thereof in connection with all such mergers (whether as consideration for the merger or otherwise), together with cash Investments, by Borrower or such Subsidiary in connection therewith, exceed in the aggregate $25,000,000, (x) Borrower or such Subsidiary thereof shall be the surviving Person Person, (xi) such merger shall not violate any material law or any order or decree of any court or other governmental authority, and shall not conflict with or result in the breach of, or constitute a default under, any material indenture, mortgage, deed of trust, or any other agreement or instrument to which Borrower or any Subsidiary is a party or may be bound, (xii) such merger shall be completed in all material respects in accordance with this Agreementthe requirements of all applicable laws and regulations, in a manner (xiii) Lender shall have received copies of such deeds, assignments or other agreements as Lender may reasonably satisfactory request to evidence and confirm the transfer of such assets to the Agentsurviving entity of such merger, and (xiv) a majority of the Independent Directors of Borrower shall have approved the merger and the agreements relating thereto. (b) lease all Liquidate, wind up, or substantially all of the properties dissolve itself (or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one suffer any liquidation or more related transactions, to any other Persondissolution). (c) Clauses 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 except for Permitted Dispositions. (iid) Subject to the proviso of Section 7.3(a), create or acquire any Subsidiaries after the Closing Date unless (iii1) Borrower provides Lender with at least twenty (20) Business Days' written notice of such creation or acquisition, (2) such Subsidiary executes a Guaranty and Subsidiary Security Agreement in favor of Lender (but, in the case of a Permitted Acquisition, only to the extent that the execution thereof would not violate or result in a default under any preexisting agreement to which any Subsidiary to be acquired is a party at the time of such acquisition), and (iv3) Lender obtains a first priority lien on all of Section 6.3(a) will the assets of such Subsidiary consistent with the Intercreditor Agreement (but, in the case of a Permitted Acquisition, only to the extent that the grant of such lien would not applyviolate or result in a default under any preexisting agreement to which any Subsidiary to be acquired is a party at the time of such acquisition).

Restrictions on Fundamental Changes. Each Obligor will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) ConsolidateEnter into any Acquisition, amalgamate merger, consolidation, reorganization, or merge with recapitalization, or into another Person (whether or not a Borrower is the surviving corporation) reclassify its Capital Stock, or sell, assign, transferlease, convey or otherwise dispose of transfer all or substantially all of the properties and its assets of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i1) either either (Aa) a Borrower or a Guarantor shall be the Obligor is the continuing entity or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (Bb) the Person formed by resulting, surviving or surviving any such consolidation, amalgamation or merger (if other than transferee entity is a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia andand expressly assumes all of the Obligor's obligations in connection with this Agreement; (2) assumes all the obligations no Event of such Borrower Default shall exist or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) shall occur immediately after giving effect on a pro forma basis to such transaction, no Default or Event of Default exists; (iii3) such transaction is solely the merger of Borrower and one of its previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction and which transaction is not for the purpose of evading this provision and not in connection with any other transaction and of which Borrower notifies Lender in writing no less than 30 days prior to the consummation thereof, immediately after giving effect to such transaction on a pro forma basis,, the Consolidated Net Worth of the consolidated surviving or transferee entity is at least equal to the Consolidated Net Worth of Borrower immediately prior to such transaction; and (A4) such transaction is solely the merger of Borrower and one of its previously existing Wholly Owned Subsidiaries which is also a Guarantor for the purpose of reincorporation into another jurisdiction and which transaction is not for the purpose of evading this provision and not in connection with any other transaction and of which Borrower notifies Lender in writing no less than 30 days prior to the consummation thereof, immediately after giving effect to such transaction on a pro forma basis, the consolidated resulting, surviving or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will transferee entity would immediately thereafter be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of pursuant to the definition of “Permitted Indebtedness” orDebt Incurrence Ratio set forth in Section 7.1; (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv5) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenantshall have, will have if reasonably required by amendment to the Lender, confirmed in writing that its Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will shall apply to the obligations of the Borrower or the surviving Person entity in accordance with this Agreement, in a manner reasonably satisfactory to the Agent.; or (b) lease all Liquidate, wind up, or substantially all of the properties dissolve itself (or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one suffer any liquidation or more related transactions, to any other Persondissolution). (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor (i) Holdings will not, and will not permit in any transaction or series of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidatetransactions, amalgamate consolidate with or merge into or engage in a scheme of arrangement qualifying as an amalgamation with or into another Person (whether or not a Borrower is the surviving corporation) any Person, or sell, assignlease, transferconvey, convey transfer or otherwise dispose of all or substantially all of the properties and its assets of the Par Borrower and its Restricted Subsidiaries taken as to any Person (each such transaction, a whole, in one or more related transactions, to another Person“Fundamental Change”), unless: (i1) either either (Ax) a Borrower or a Guarantor Holdings shall be the continuing Person or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (By) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower Holdings) formed by such consolidation or a Restricted Subsidiaryinto which Holdings is merged or amalgamated, as applicable) or to which such Disposition will have been made sale, lease, conveyance, transfer or other disposition is made (1the “Holdings Successor”) is organized (i) shall become a Guarantor hereunder and assume by supplemental indenture, assumption agreement or existing under the laws of the United Statesotherwise, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements in each case in form and substance reasonably satisfactory to the Agent; Trustee, all obligations of Holdings hereunder, (ii) each Collateral Rig Owner is the direct or indirect wholly-owned Subsidiary of the Holdings Successor and the Collateral Rig Operator is the direct or indirect Wholly-Owned Subsidiary of the Holdings Successor, in each case, immediately after giving effect to such transaction, no Default or Event Fundamental Change and (iii) the Collateral and Guaranty Requirements in respect of Default existseach Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (iii2) immediately after giving effect to such transaction on a pro forma basis,or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (A3) the Borrower Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(a)(1) comply with this Indenture. (ii) TINC will not, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) TINC shall be the continuing Person or (y) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower TINC) formed by such consolidation or a Restricted Subsidiary, as applicable)into which TINC is merged or amalgamated, or to which such Disposition sale, lease, conveyance, transfer or other disposition is made (the “TINC Successor”) (i) shall become a Guarantor hereunder and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of TINC hereunder, (ii) each Collateral Rig Owner is the direct or indirect wholly-owned Subsidiary of the TINC Successor and the Collateral Rig Operator is the direct or indirect Wholly-Owned Subsidiary of the TINC Successor, in each case, immediately after giving effect to such Fundamental Change and (iii) the Collateral and Guaranty Requirements in respect of each Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(b)(1) comply with this Indenture. (iii) Each Collateral Rig Owner will not, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) such Collateral Rig Owner immediately prior to consummation of such Fundamental Change shall be the continuing Person or (y) the Person (if other than such Collateral Rig Owner immediately prior to consummation of such Fundamental Change) formed by such consolidation or into which such Collateral Rig Owner immediately prior to consummation of such Fundamental Change is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor Collateral Rig Owner”) (i) is a Subsidiary of Holdings and TINC (or their respective successors) that is in compliance with Section 4.11(b) and Section 4.29, (ii) is organized under the laws of a Permitted Jurisdiction, (iii) shall become a Collateral Rig Owner, a Guarantor and a Collateral Grantor hereunder and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of a Collateral Rig Owner under the applicable Note Documents and (iv) the Collateral and Guaranty Requirements in respect of each Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have been madeoccurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, will each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(c)(1) comply with this Indenture. (iv) Holdings shall not permit the Collateral Rig Operator to, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) Collateral Rig Operator immediately prior to consummation of such Fundamental Change shall be permitted the continuing Person or (y) the Person (if other than the Collateral Rig Operator immediately prior to incur at least $1.00 consummation of additional Indebtedness such Fundamental Change) formed by such consolidation or into which the Collateral Rig Operator immediately prior to consummation of such Fundamental Change is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor Collateral Rig Operator” and together with the Holdings Successor, the TINC Successor and the Successor Collateral Rig Owner, each a “Note Party Successor”) (i) is a Subsidiary of Holdings and TINC (or their respective successors) that is in compliance with Section 4.29, (ii) is organized under sub-the laws of a Permitted Jurisdiction, (iii) is a party to each Drilling Contract (including, for the avoidance of doubt, pursuant to clause (cb) of the definition of “Permitted Indebtedness” orDrilling Contract”), (iv) shall become the Collateral Rig Operator and a Collateral Grantor hereunder, and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of the Collateral Rig Operator under the applicable Note Documents and (v) the Collateral and Guaranty Requirements in respect of each Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (B2) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior giving effect to such transactiontransaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (iv3) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment Company delivers to the Guaranty Trustee an Officer’s Certificate and Security Agreement confirmed an Opinion of Counsel, each stating that the Guaranty transaction and Security Agreement will apply to the obligations of the Borrower any supplemental indenture, assumption agreement or the surviving Person in accordance other agreement (if any) required under Section 4.13(d)(1) comply with this Agreement, in a manner reasonably satisfactory to the AgentIndenture. (bv) lease For the avoidance of doubt, (x) the term “merger” as used in this Section 4.13 includes an amalgamation under Cayman Islands law, and the term “all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered assets”, as used in this Section 4.13, with respect to any Note Party, shall be computed on a consolidated basis, (y) entry into a drilling contract or bareboat charter shall not constitute a sale, lease, conveyance, transfer or other disposition subject to this Section 4.13 and (z) a reference to “series of transactions” in one or more this Section 4.13 shall mean a series of related transactions, to any other Person. (cvi) Clauses Upon any Fundamental Change of any Note Party described in the preceding clauses (ii)a) through (d) in which the applicable Note Party is not the continuing Person, (iii) or the Person to which any sale, lease, conveyance, transfer or other disposition is made in accordance with this Section 4.13, the applicable Note Party Successor shall succeed to, and (iv) be substituted for, and may exercise every right and power of Section 6.3(a) the applicable predecessor Note Party under this Indenture, the Securities and the other applicable Note Documents with the same effect as if such Note Party Successor had been named as the applicable Note Party herein and therein and the predecessor Note Party, in the case of a sale, transfer, conveyance, or other disposition, shall be released from all obligations under this Indenture, the Securities and the other Note Documents, provided, that in the case of a lease of all or substantially all its assets, the predecessor Note Party will not applybe released from its obligations under this Indenture, the Securities or other applicable Note Documents.

Restrictions on Fundamental Changes. Each Obligor (a) Holdings will not, and will not permit in any transaction or series of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidatetransactions, amalgamate consolidate with or merge into or engage in a scheme of arrangement qualifying as an amalgamation with or into another Person (whether or not a Borrower is the surviving corporation) any Person, or sell, assignlease, transferconvey, convey transfer or otherwise dispose of all or substantially all of the properties and its assets of the Par Borrower and its Restricted Subsidiaries taken as to any Person (each such transaction, a whole, in one or more related transactions, to another Person“Fundamental Change”), unless: (i1) either either (Ax) a Borrower or a Guarantor Holdings shall be the continuing Person or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (By) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower Holdings) formed by such consolidation or a Restricted Subsidiaryinto which Holdings is merged or amalgamated, as applicable) or to which such Disposition will have been made sale, lease, conveyance, transfer or other disposition is made (1the “Holdings Successor”) is organized (i) shall become a Guarantor hereunder and assume by supplemental indenture, assumption agreement or existing under the laws of the United Statesotherwise, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements in each case in form and substance reasonably satisfactory to the Agent; Trustee, all obligations of Holdings hereunder, (ii) the Collateral Rig Owner is the direct or indirect Wholly-Owned Subsidiary of the Holdings Successor and the Collateral Rig Operator is the direct or indirect Wholly-Owned Subsidiary of the Holdings Successor, in each case, ​ immediately after giving effect to such transaction, no Default or Event Fundamental Change and (iii) the Collateral and Guaranty Requirements in respect of Default existsthe Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (iii2) immediately after giving effect to such transaction on a pro forma basis,or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (A3) the Borrower Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(a)(1) comply with this Indenture. (b) TINC will not, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) TINC shall be the continuing Person or (y) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower TINC) formed by such consolidation or a Restricted Subsidiary, as applicable)into which TINC is merged or amalgamated, or to which such Disposition sale, lease, conveyance, transfer or other disposition is made (the “TINC Successor”) (i) shall become a Guarantor hereunder and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of TINC hereunder, (ii) the Collateral Rig Owner is the direct or indirect Wholly-Owned Subsidiary of the TINC Successor and the Collateral Rig Operator is the direct or indirect Wholly-Owned Subsidiary of the TINC Successor, in each case, immediately after giving effect to such Fundamental Change and (iii) the Collateral and Guaranty Requirements in respect of the Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(b)(1) comply with this Indenture. (c) The Collateral Rig Owner will not, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) Collateral Rig Owner immediately prior to consummation of such Fundamental Change shall be the continuing Person or (y) the Person (if other than the Collateral Rig Owner immediately prior to consummation of such Fundamental Change) formed by such consolidation or into which the Collateral Rig Owner immediately prior to consummation of such Fundamental Change is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor Collateral Rig Owner”) (i) is a Subsidiary of Holdings and TINC (or their respective successors) that is in compliance with Section 4.11(b) and Section 4.29, (ii) is organized under the laws of a Permitted Jurisdiction, (iii) shall become the Collateral Rig Owner, a Guarantor and a Collateral Grantor hereunder and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of the Collateral Rig Owner under the applicable Note Documents and (iv) the Collateral and Guaranty Requirements in respect of the Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have been madeoccurred and be continuing or would result therefrom; and ​ (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, will each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(c)(1) comply with this Indenture. (d) Holdings shall not permit the Collateral Rig Operator to, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) Collateral Rig Operator immediately prior to consummation of such Fundamental Change shall be permitted the continuing Person or (y) the Person (if other than the Collateral Rig Operator immediately prior to incur at least $1.00 consummation of additional Indebtedness such Fundamental Change) formed by such consolidation or into which the Collateral Rig Operator immediately prior to consummation of such Fundamental Change is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor Collateral Rig Operator” and together with the Holdings Successor, the TINC Successor and the Successor Collateral Rig Owner, each a “Note Party Successor”) (i) is a Subsidiary of Holdings and TINC (or their respective successors) that is in compliance with Section 4.29, (ii) is organized under sub-the laws of a Permitted Jurisdiction, (iii) is a party to the Drilling Contract (including, for the avoidance of doubt, pursuant to clause (b) or clause (c) of the definition of “Permitted Indebtedness” orDrilling Contract”), (iv) shall become the Collateral Rig Operator and a Collateral Grantor hereunder, and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of the Collateral Rig Operator under the applicable Note Documents and (v) the Collateral and Guaranty Requirements in respect of the Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (B2) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior giving effect to such transactiontransaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (iv3) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment Company delivers to the Guaranty Trustee an Officer’s Certificate and Security Agreement confirmed an Opinion of Counsel, each stating that the Guaranty transaction and Security Agreement will apply to the obligations of the Borrower any supplemental indenture, assumption agreement or the surviving Person in accordance other agreement (if any) required under Section 4.13(d)(1) comply with this Agreement, in a manner reasonably satisfactory to the AgentIndenture. (be) lease For the avoidance of doubt, (x) the term “merger” as used in this Section 4.13 includes an amalgamation under Cayman Islands law, and the term “all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered assets”, as used in this Section 4.13, with respect to any Note Party, shall be computed on a consolidated basis, (y) entry into a drilling contract, charter or bareboat charter shall not constitute a sale, lease, conveyance, transfer or other disposition subject to this Section 4.13 and (z) a reference to “series of transactions” in one or more this Section 4.13 shall mean a series of related transactions, to any other Person. (cf) Clauses Upon any Fundamental Change of any Note Party described in the preceding clauses (ii)a) through (d) in which the applicable Note Party is not the continuing Person, (iii) or the Person to which any sale, lease, conveyance, transfer or other disposition is made in accordance with this Section 4.13, the applicable Note Party Successor shall succeed to, and (iv) be substituted for, and may exercise every right and power of Section 6.3(a) the applicable predecessor Note Party under this Indenture, the Securities and the other applicable Note Documents with the same effect as if such Note Party Successor had been named as the applicable Note Party herein and therein and the predecessor Note Party, in the case of a sale, transfer, conveyance, or other disposition, shall be released from all obligations under this Indenture, the Securities and the other Note Documents, provided, that in the case of a lease of all or substantially all its assets, the predecessor Note Party will not applybe released from its obligations under this Indenture, the Securities or other applicable Note Documents. ​

Restrictions on Fundamental Changes. Each Obligor (a) Holdings will not, and will not permit in any transaction or series of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidatetransactions, amalgamate consolidate with or merge into or engage in a scheme of arrangement qualifying as an amalgamation with or into another Person (whether or not a Borrower is the surviving corporation) any Person, or sell, assignlease, transferconvey, convey transfer or otherwise dispose of all or substantially all of the properties and its assets of the Par Borrower and its Restricted Subsidiaries taken as to any Person (each such transaction, a whole, in one or more related transactions, to another Person“Fundamental Change”), unless: (i1) either either (Ax) a Borrower or a Guarantor Holdings shall be the continuing Person or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (By) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower Holdings) formed by such consolidation or a Restricted Subsidiaryinto which Holdings is merged or amalgamated, as applicable) or to which such Disposition will have been made sale, lease, conveyance, transfer or other disposition is made (1the “Holdings Successor”) is organized (i) shall become a Guarantor hereunder and assume by supplemental indenture, assumption agreement or existing under the laws of the United Statesotherwise, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements in each case in form and substance reasonably satisfactory to the Agent; Trustee, all obligations of Holdings hereunder, (ii) each Collateral Rig Owner is the direct or indirect Wholly-Owned Subsidiary of the Holdings Successor and the Collateral Rig Operator is the direct or indirect Wholly-Owned Subsidiary of the Holdings Successor, in each case, immediately after giving effect to such transaction, no Default or Event Fundamental Change and (iii) the Collateral and Guaranty ​ Requirements in respect of Default existseach Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (iii2) immediately after giving effect to such transaction on a pro forma basis,or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (A3) the Borrower Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(a)(1) comply with this Indenture; (b) Each Collateral Rig Owner will not, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) such Collateral Rig Owner immediately prior to consummation of such Fundamental Change shall be the continuing Person or (y) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower such Collateral Rig Owner immediately prior to consummation of such Fundamental Change) formed by such consolidation or a Restricted Subsidiary, as applicable)into which such Collateral Rig Owner immediately prior to consummation of such Fundamental Change is merged or amalgamated, or to which such Disposition will have been madesale, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause lease, conveyance, transfer or other disposition is made (c) of the definition of “Permitted Indebtedness” orSuccessor Collateral Rig Owner”) (Bi) is a Subsidiary of Holdings and the Company (or their respective successors) that is in compliance with Section 4.11(b) and Section 4.26, (ii) is organized under the laws of a Permitted Jurisdiction, (iii) shall become a Collateral Rig Owner, a Guarantor and a Collateral Grantor hereunder and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of a Collateral Rig Owner under the applicable Note Documents and (iv) the Fixed Charge Coverage Ratio for the Par Borrower Collateral and Guaranty Requirements in respect of each Collateral Rig remain satisfied immediately after such transactions would be higher than prior giving effect to such transactionFundamental Change; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(b)(1) comply with this Indenture. (c) Holdings shall not permit any Collateral Rig Operator to, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) such Collateral Rig Operator immediately prior to consummation of such Fundamental Change shall be the continuing Person or (y) the Person (if other than such Collateral Rig Operator immediately prior to consummation of such Fundamental Change) formed by such consolidation or into which such Collateral Rig Operator immediately prior to consummation of such Fundamental Change is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor Collateral Rig Operator” and together with the Successor Collateral Rig Owner, each a “Note Party Successor”) (i) is a Subsidiary of Holdings and the Company (or their respective successors) that is in compliance with Section 4.26, (ii) is organized under the laws of a Permitted Jurisdiction, (iii) is a party to the applicable Drilling Contract, (iv) each Guarantorshall become a Collateral Rig Operator and a Collateral Grantor hereunder, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenantand assume by supplemental indenture, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower assumption agreement or the surviving Person in accordance with this Agreementotherwise, in a manner each case in form and substance reasonably satisfactory to the AgentTrustee, all obligations of a Collateral Rig Operator under the applicable Note Documents and (v) the Collateral and Guaranty Requirements in respect of each Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; ​ (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(c)(1) comply with this Indenture. (bd) lease Holdings shall not permit any Collateral Grantor or Guarantor (other than Holdings, the Collateral Rig Owners or Collateral Rig Operators) to, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) any such Collateral Grantor or Guarantor immediately prior to consummation of such Fundamental Change shall be the continuing Person or (y) the Person (if other than such Collateral Grantor or Guarantor immediately prior to consummation of such Fundamental Change) formed by such consolidation or into which such Collateral Grantor or Guarantor immediately prior to consummation of such Fundamental Change is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor Existing Secured Notes Issuer”) (i) is a Subsidiary of Holdings and the Company (or their respective successors), (ii) shall assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of such Collateral Grantor or Guarantor, as applicable, under the applicable Note Documents and (iii) the Collateral and Guaranty Requirements in respect of each Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(d)(1) comply with this Indenture. (e) For the avoidance of doubt, (x) the term “merger” as used in this Section 4.13 includes an amalgamation under Cayman Islands law, and the term “all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered assets”, as used in this Section 4.13, with respect to any Note Party, shall be computed on a consolidated basis, (y) entry into a drilling contract or bareboat charter shall not constitute a sale, lease, conveyance, transfer or other disposition subject to this Section 4.13 and (z) a reference to “series of transactions” in one or more this Section 4.13 shall mean a series of related transactions, to any other Person. (cf) Clauses Upon any Fundamental Change of any Note Party described in the preceding clauses (ii)a) through (d) in which the applicable Note Party is not the continuing Person, (iii) or the Person to which any sale, lease, conveyance, transfer or other disposition is made in accordance with this Section 4.13, the applicable Note Party Successor shall succeed to, and (iv) be substituted for, and may exercise every right and power of Section 6.3(a) the applicable predecessor Note Party under this Indenture, the Securities and the other applicable Note Documents with the same effect as if such Note Party Successor had been named as the applicable Note Party herein and therein and the predecessor Note Party, in the case of a sale, transfer, conveyance, or other disposition, shall be released from all obligations under this Indenture, the Securities and the other Note Documents, provided, that in the case of a lease of all or substantially all its assets, the predecessor Note Party will not applybe released from its obligations under this Indenture, the Securities or other applicable Note Documents. ​ ​

Restrictions on Fundamental Changes. Each Obligor Lessee will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Significant Subsidiaries to, (a) Consolidate, amalgamate or merge with or into another Person (whether consolidate into, or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of acquire all or substantially all of the properties and assets of, any Person, or sell, transfer, lease or otherwise dispose of the Par Borrower and its Restricted Subsidiaries taken as a whole, (whether in one transaction or more related in a series of transactions) all or substantially all of its assets, to another Person, unlessexcept that: (i) either Any of Lessee's Significant Subsidiaries may merge with, consolidate into or transfer all or substantially all of its assets to another of Lessee's Significant Subsidiaries or to Lessee and in connection therewith such Significant Subsidiary (other than Lessee) may be liquidated or dissolved; provided that (A) if the transaction involves Lessee, Lessee shall be the surviving Person, and (B) if any transaction shall be between a Borrower or non-wholly owned Significant Subsidiary and a Guarantor wholly owned Significant Subsidiary, the wholly owned Significant Subsidiary shall be the continuing or surviving Person; provided, (1) if a Borrower is involvedand, a Borrower provided further, that no Material Adverse Effect or Lease Default or Lease Event of Default exists or shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agentresult therefrom; (ii) immediately after giving effect to such transaction, no Default Lessee or Event any of Default existsits Significant Subsidiaries may sell or dispose of assets in accordance with the provisions of Section 18.2(d); (iii) immediately after giving effect to such transaction on a pro forma basis, (A) the Borrower Lessee or the Person formed any of its Significant Subsidiaries may make any investment or Acquisition permitted by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicableSection 18.2(e), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and; (iv) each GuarantorLessee may merge with or consolidate into any other Person, unless such Guarantor provided that (A) Lessee is the Person with which surviving Person, and (B) no such merger or consolidation shall be made while there exists a Borrower has entered into Lease Default or Lease Event of Default or if a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations Lease Default or Lease Event of the Borrower Default or the surviving Person in accordance with this Agreement, in Material Adverse Effect would occur as a manner reasonably satisfactory to the Agentresult thereof. (bv) lease all Lessee may merge with or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to consolidate into any other Person. (c) Clauses (ii), (iii) and (iv) Person in connection with a hostile takeover of Section 6.3(a) will not applyLessee by such Person that occurs without the consent of Lessee. LSI Logic Corporation Lease B

Restrictions on Fundamental Changes. Each Obligor The Guarantor will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidate, amalgamate or merge with or into another Person (whether consolidate into, or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of acquire all or substantially all of the properties and assets of, any Person, or sell, transfer, lease or otherwise dispose of the Par Borrower and its Restricted Subsidiaries taken as a whole, (whether in one transaction or more related in a series of transactions) all or substantially all of its assets, to another Person, unlessexcept that: (i) either any of the Guarantor's Subsidiaries may merge with, consolidate into or transfer all or substantially all of its assets to another of the Guarantor's Subsidiaries or to the Guarantor and in connection therewith such Subsidiary may be liquidated or dissolved, provided that (A) a Borrower or a if the transaction involves the Guarantor, the Guarantor shall be the continuing or surviving Person; provided, , and (1B) if a Borrower is involved, a Borrower any transaction shall be between a non-wholly owned Subsidiary and a wholly owned Subsidiary, the continuing or surviving Person (2) if a Guarantor that is not an Intermediation wholly owned Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by and provided further that no Material Adverse Effect or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the AgentDefault shall result therefrom; (ii) immediately after giving effect to such transaction, no Default the Guarantor or Event any of Default existsits Subsidiaries may sell or dispose of assets in accordance with the provisions of subsection (c); (iii) immediately after giving effect to such transaction on a pro forma basis, the Guarantor or any of its Subsidiaries may make any investment permitted by subsection (A) the Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicabled), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantorthe Guarantor may merge with or consolidate into any other Person pursuant to an Acquisition permitted by subsection (d), unless such provided that (A) the Guarantor is the Person surviving Person, (B) no such merger or consolidation shall be made while there exists a Default or if a Default or Material Adverse Effect would occur as a result thereof, and (C) the Guarantor shall have complied with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty notice and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations other requirements of the Borrower or the surviving Person in accordance subsection (d) with this Agreement, in a manner reasonably satisfactory to the Agent. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, respect to any other PersonAcquisition. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor will not, and will not permit Neither the Borrower ----------------------------------- nor any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidateshall be a party to any merger into or consolidation with, amalgamate or merge with or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey make an Acquisition or otherwise dispose of purchase or acquire all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a wholeor stock of, in one or more related transactions, to another any other Person, unlessor sell all or substantially all of its assets (other than sales of inventory or surplus or obsolete assets in the ordinary course of business) or stock, except: (i) either (A) a Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) the Borrower or any of its Subsidiaries may merge into or consolidate with, make an Acquisition or otherwise purchase or acquire all or substantially all of the assets or stock of any other Person, if a in respect of such merger, consolidation, purchase or Acquisition, (i) the Borrower is involvedthe surviving entity to any such merger or consolidation to which the Borrower is a party, a or, if the Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately after giving effect party to such transaction, a Subsidiary is the surviving entity to any such merger or consolidation (or the other Person will thereby become a Subsidiary), (ii) the nature of the business of such acquired Person is a Permitted Business; (iii) no Default or Event of Default exists;shall have occurred and be continuing or would otherwise be existing as a result of such merger, consolidation, purchase or Acquisition, (iv) such merger, consolidation, purchase or Acquisition is non-hostile in nature; and (v) either (y) the aggregate amount of (without duplication) (iii1) the cash purchase price paid, (2) the Borrowings under this Agreement in respect of such, consolidation, purchase or Acquisition, and (3) the Indebtedness of such acquired Person assumed or otherwise refinanced by the Borrower or any of its Subsidiaries, does not exceed, for any single Acquisition, an amount equal to 7.5% of Consolidated Net Worth as of the end of the immediately after giving effect preceding fiscal quarter, or (z) (1) prior to the consummation of such transaction on merger, consolidation, purchase or Acquisition, the Borrower shall have delivered to the Agent (which the Agent shall promptly provide to each Lender) a pro forma basis, report signed by an executive officer of the Borrower which shall contain calculations demonstrating the Borrower's compliance with Sections 6.20, 6.21, 6.22, and 6.23 (which calculation may use historical financial results of the acquired business provided the calculation (A) is made on a trailing four fiscal quarter pro forma basis (consistent with SEC regulations), (B) assumes that the Borrower consummation of such merger, consolidation, purchase or Acquisition (and the incurrence, refinancing, or assumption of any Indebtedness in connection with such Acquisition) occurred on the first day of the trailing four-quarter fiscal period, and (C) is based on a balance sheet and statements of income, retained earnings, and cash flows of the acquired Person (or the Person formed by from whom the assets, securities or surviving any other equity interests were acquired), which are in compliance with SEC regulations and requirements regarding the preparation and presentation of historical financial information and pro forma financial information, and (2) the Majority Lenders have given their prior written consent to such merger, consolidation, amalgamation purchase or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the AgentAcquisition. (b2) lease the Borrower may purchase or otherwise acquire all or substantially all of the properties stock or assets of, or otherwise acquire by merger or consolidation, any of its Subsidiaries, and any such Subsidiary may merge into, or consolidate with, or purchase or otherwise acquire all or substantially all of the Par assets or stock of or sell all or substantially all of its assets or stock to, any other Subsidiary of the Borrower and its Restricted Subsidiaries considered on a consolidated basisor the Borrower, in one or more related transactionseach case so long as (i) if the transaction is with the Borrower, the Borrower shall be the surviving entity to any other Person.such merger or consolidation, or (ii) if the transaction is not with the Borrower, a domestic Subsidiary shall be the surviving entity to any such merger or consolidation; and (c3) Clauses (ii)the sale of non operating assets unnecessary for the continued operation of the Borrower's business and in the normal course of the Borrower's business. Except as otherwise permitted in this Section 6.11, (iii) and (iv) the Borrower shall not sell or dispose of any capital stock of or its ownership interest in any of the Guarantors or any other Subsidiaries which it may form. Borrower shall give the Agent the notice required under Section 6.3(a) will not apply6.9.

Restrictions on Fundamental Changes. Each Obligor will Without the prior written consent of the Required Lenders, not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidate, amalgamate be a party to any merger into or merge with consolidation with, or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey purchase or otherwise dispose of acquire all or substantially all of the properties assets of, any other Person, except that (1) the Borrower or any of its Subsidiaries may merge into or consolidate with any other Person and the Borrower or any of its Subsidiaries may purchase or otherwise acquire the assets of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another any other Person, unless: (i) either IF upon the consummation of any such merger, consolidation, purchase or acquisition, (A) a the Borrower, or if the Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrowerparty to such merger, such Guarantor shall be Subsidiary, is the continuing or surviving Personcorporation and the nature of its business is not materially changed from its core Hydrocarbons transportation, or construction, procurement, sales, leasing, storage, transmission, gathering, marketing, processing and other related activities, (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiarysuch Subsidiary has the power and authority under the pertinent agreement, as applicable) or , and under applicable law, to which subject the assets of such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof acquired Person or the District assets so acquired to the provisions of Columbia and this Agreement, including, without limitation, SECTION 9.3.4, (2C) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory does so subject such assets to the Agent; provisions of this Agreement, including without limitation, SECTION 9.3.4, and (iiD) immediately no Event of Default or Unmatured Event of Default shall have occurred, exist or be continuing or shall result after giving effect to such transactionmerger, no Default consolidation, purchase or Event acquisition and (2) the Borrower or any Subsidiary of Default exists; the Borrower may merge into, or consolidate with, or purchase or otherwise acquire the assets of, any other Subsidiary of the Borrower (iii) immediately after giving effect to such transaction on a pro forma basis, other than an SPVHC), if (A) the surviving entity (if either such Subsidiary is a Guarantor) shall be the Borrower, a Subsidiary that is liable with all other Guarantors pursuant to a Guaranty for all obligations of the Borrower or under this Agreement and the Person formed by or surviving any Notes (and, if TNGC is a party to such merger, consolidation, amalgamation purchase or merger acquisition, a Subsidiary that is also liable for all obligations of TNGC under the Amended TNGC Credit Facility, the TNGC Notes and each other Loan Document to which TNGC is a party), or a Subsidiary that is liable for all obligations of the Borrower under this Agreement and each other Loan Document to which the Borrower is a party (and, if TNGC is a party to such merger, consolidation, purchase or acquisition, a Subsidiary that is also liable for all obligations of TNGC under the Amended TNGC Credit Facility, the TNGC Notes and each other Loan Document to which TNGC is a party), (B) the Collateral Agent shall have received documentation duly executed by the surviving entity in form and substance satisfactory to the Required Lenders and the Co-Agents, which documentation shall at a minimum consist of (x) the execution and delivery of a Guaranty or restated Guaranty (if other than the surviving Subsidiary is not a Borrower Guarantor prior to the consummation of such merger or consolidation but is a Material Subsidiary or a Restricted SubsidiarySubsidiary which directly owns an interest in a Guarantor) and supporting documentation substantially similar to the documentation described in SECTION 11.1, as applicable (and, if TNGC is a party to such merger, consolidation, purchase or acquisition, an assumption agreement of the obligations of TNGC under or in connection with, among others, the Amended TNGC Credit Facility, the TNGC Notes and the Security Documents to which TNGC is a party and supporting documentation substantially similar to the documentation described in SECTION 11.1, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (By) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty execution and Security Agreement confirmed that the Guaranty and Security Agreement will apply to delivery of an assumption agreement of the obligations of the Borrower under or the surviving Person in accordance with connection with, among others, this Agreement, in the Notes and the Security Documents (if the Borrower merges or consolidates with a manner reasonably satisfactory Subsidiary and such Subsidiary is the surviving entity) and supporting documentation substantially similar to the Agent. documentation described in SECTION 11.1, as applicable (b) lease all and, if TNGC is a party to such merger, consolidation, purchase or substantially all acquisition, an assumption agreement of the properties obligations of TNGC under or assets in connection with, among others, the Amended TNGC Credit Facility, the TNGC Notes and the Security Documents to which TNGC is a party and supporting documentation substantially similar to the documentation described in SECTION 11.1, as applicable), and (C) no Event of Default or Unmatured Event of Default shall have occurred and be continuing or would otherwise be existing after or result from such merger or consolidation. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell or dispose of any capital stock of any Subsidiary of the Par Borrower and its Restricted Subsidiaries considered on except for (i) the Transfer of a consolidated basis, in one Storage Facility Interest as permitted under SECTION 9.3.8(VII) or more related transactions, to any other Person. (c) Clauses (ii), (iiia Guarantor as permitted by SECTION 9.3.8(IV) and (ivii) the Transfer of minority interests in any Subsidiary of the Borrower pursuant to SECTION 9.3.8(IX). T. Sections 9.3.8(ii) and 9.3.8(iii) of Section 6.3(a) will not applythe Credit Agreement are amended and restated in their entirety to read as follows:

Restrictions on Fundamental Changes. Each Obligor will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) ConsolidateOther than in order to consummate a Permitted Acquisition or as otherwise expressly permitted hereunder, amalgamate enter into any merger, consolidation, reorganization, or merge with recapitalization, or into another Person reclassify its Stock, or liquidate, wind up, or dissolve itself (whether or not a Borrower is the surviving corporation) suffer any liquidation or selldissolution), assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a wholeexcept, in one or more related transactionseach case, to another Person, unless: so long as (i) either (A) a Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists;has occurred and is continuing or would directly result, (ii) Agent has received not less than thirty (30) days advance written notice, and (iii) no Material Adverse Change would result: (i) a Borrower may (x) merge or consolidate with a Borrower, a Guarantor or a Material Subsidiary, provided an existing Borrower or Guarantor is the surviving company, or (y) liquidate, wind up, or dissolve within a reasonable period of time after the conveyance of all of its assets to another Borrower, (ii) a Guarantor may (x) merge or consolidate with a Borrower, provided an existing Borrower is the surviving company, (y) merge or consolidate with a Guarantor or a Material Subsidiary, provided an existing Guarantor is the surviving company, or (z) liquidate, wind up, or dissolve within a reasonable period of time after the conveyance of all of its assets to either a Borrower or another Guarantor, (iii) immediately after giving effect to such transaction on a pro forma basis, Material Subsidiary may (Aw) merge or consolidate with a Borrower, provided an existing Borrower is the Borrower surviving company, (x) merge or consolidate with a Guarantor, provided an existing Guarantor is the Person formed by surviving company, (y) merge or surviving any such consolidation, amalgamation or merger (if other than consolidate with a Borrower or a Restricted Material Subsidiary, as applicable)provided an existing Material Subsidiary is the surviving company, or (z) liquidate, wind up, or dissolve within a reasonable period of time after the conveyance of all of its assets to which such Disposition will have been madeeither a Borrower, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; anda Guarantor or another Material Subsidiary, (iv) each Guarantor, unless an Excluded Subsidiary may (x) merge or consolidate with a Borrower or Guarantor provided such Borrower or Guarantor is the Person with which surviving company or (y) liquidate, wind up, or dissolve within a Borrower has entered into reasonable period of time after the conveyance of all of its assets to either a transaction under this covenantBorrower, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower a Guarantor or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agentanother Excluded Subsidiary. (b) lease all Convey, sell, lease, license, assign, transfer, or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basisotherwise dispose of, in one transaction or more a series of related transactions, to all or any other Person.substantial part of its assets except as expressly permitted under this Agreement, (c) Clauses Cause or suffer any Guarantor to enter into any merger or consolidation other than with a Borrower or another Guarantor except as otherwise permitted under this Agreement, (ii)d) Cause or suffer any Guarantor to convey, sell, lease, license, assign, transfer, or otherwise dispose of, in one transaction or a series of related transactions, all or any substantial part of its assets other than to a Borrower or another Guarantor or as otherwise expressly permitted under this Agreement, and (iiie) and (iv) Suspend or go out of Section 6.3(a) will not applya substantial portion of its or their business.

Restrictions on Fundamental Changes. Each Obligor will notNo Credit Party shall merge or consolidate with any other Person, and will not or cause or permit any dissolution of such Credit Party or liquidation of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidateassets, amalgamate or merge with or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey transfer or otherwise dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a wholesuch Credit Party’s assets, in one or more related transactions, to another Person, unlessexcept that: (a) Any Credit Party may merge into, or consolidate with, any other Person if upon the consummation of any such merger or consolidation (i) either any Credit Party is the surviving Person to any such merger or consolidation, or (Aii) a Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involvedthe general unsecured corporate credit rating of NHIL shall continue to be rated by S&P, a Borrower shall be the continuing Xxxxx’x or surviving Person Fitch, (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other surviving Person is not a Borrower, Subsidiary of Noble Parent Company and (3) such Guarantor other surviving Person shall be have executed and delivered to the continuing or surviving Person, or (B) Administrative Agent and each Lender its assumption of the Person formed by or surviving any such consolidation, amalgamation or merger (if due and punctual performance and observance of each covenant and condition of this Agreement and the other than a Borrower or a Restricted Subsidiary, as applicable) or Credit Documents to which such Disposition will have been madepredecessor Credit Party is a party; (1b) Any Credit Party may sell or transfer all or substantially all of its assets (including stock in its Subsidiaries) to any Person if such Person is the Parent Guarantor or a Subsidiary of the Parent Guarantor (or a Person who will contemporaneously therewith become a Subsidiary of the Parent Guarantor); provided that, if the applicable Credit Party selling or transferring all or substantially all of its assets is a Downstream Subsidiary and Person to whom the assets are being sold or transferred (the “transferee”) is organized the Parent Guarantor or existing an Upstream Subsidiary, then the transferee (i) shall not be an obligor in respect of any Indebtedness incurred as Permitted Additional Debt under the laws clause (a) of the United States, any state definition thereof or the District of Columbia and and (2ii) assumes all the obligations of such Borrower or such Restricted shall be treated as a Downstream Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to definition of Permitted Additional Debt and Section 6.11 anytime thereafter; and provided in the Agent; case of any transaction described in the preceding clauses (iia) immediately after giving effect to such transactionand (b), no Default or Event of Default exists; (iii) shall exist immediately prior to, or after giving effect to, such transaction; provided further that this Section 6.9 shall not apply to such any transaction on a if, after giving pro forma basis, (A) the Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior effect to such transaction; and (iv) each Guarantor, unless such the Parent Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agentdemonstrated Pro Forma Compliance. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to any other Person. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor will notUnless permitted by Section 8.07, and will not no Borrower Party shall, nor shall any Borrower Party permit any of its Restricted Subsidiaries other than Intermediation Wholly-Owned Subsidiaries to, (a) Consolidate, amalgamate enter into any merger, consolidation, reorganization or merge with recapitalization, liquidate, wind up or into another Person (whether or not a Borrower is the surviving corporation) dissolve or sell, assignlease, transfer, convey transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its or their business or assets, whether now owned or hereafter acquired, except that: (a) the properties and assets Parent or any of its Wholly-Owned Subsidiaries may enter into a merger as part of a Permitted Acquisition, provided that the Parent or such Wholly-Owned Subsidiary owns or controls a majority of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i) either (A) a Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations entity of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; merger; and (iib) immediately after giving effect to such transaction, as long as no Default or Event of Default exists; (iii) immediately shall exist after giving effect thereto, any Wholly-Owned Subsidiary of a Borrower Party may be merged or consolidated into a Borrower Party or any other Subsidiary of a Borrower Party or be liquidated, wound up or dissolved, or all or substantially all of its business or assets may be sold, leased, transferred, or otherwise disposed of, in one transaction or a series of transactions, to a Borrower Party or any other Subsidiary of a Borrower Party; provided that neither any Borrower Party nor any Subsidiary of a Borrower Party may be involved in any such transaction unless such Borrower Party, or a Subsidiary of a Borrower Party, as the case may be, is the surviving or acquiring corporation and the net worth of such Borrower Party or Subsidiary of a Borrower Party, as the case may be, is unchanged or higher after giving effect to such transaction on a pro forma basis, (A) the Borrower merger or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agent. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to any other Person. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply”

Restrictions on Fundamental Changes. Each Obligor will not, and will not permit Neither the Borrower nor any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidateshall be a party to any merger into or consolidation with, amalgamate or merge with or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey make an Acquisition or otherwise dispose of purchase or acquire all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a wholeor stock of, in one or more related transactions, to another any other Person, unlessor sell all or substantially all of its assets or stock (other than as permitted under SECTION 6.16), except: (a) the Borrower or any of its Subsidiaries may merge into or consolidate with, make an Acquisition or otherwise purchase or acquire all or substantially all of the assets or stock of any other Person, so long as (i) either (A) a Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involvedthe surviving entity to any such merger or consolidation to which the Borrower is a party, a or, if the Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately after giving effect party to such transaction, a domestic Subsidiary is the surviving entity to any such merger or consolidation or the other Person will thereby become a domestic Subsidiary (unless no party to such transaction is a domestic Subsidiary, in which case the applicable foreign Subsidiary must be the surviving entity to any such merger or consolidation or the other Person must thereby become a foreign Subsidiary), (ii) the nature of the business of such acquired Person is a Permitted Business, provided that, Acquisitions will be primarily focused on acquiring Persons whose business activities are restricted to the specialty electric and infrastructure contracting service business and utility outsourcing business, (iii) no Default or Event of Default exists; shall have occurred and be continuing or would otherwise be existing as a result of such merger, consolidation, purchase or Acquisition, (iiiiv) immediately after giving effect such merger, consolidation, purchase or Acquisition is non-hostile in nature, (v) with respect to any such transaction on a pro forma basis, merger, consolidation, purchase or Acquisition, the amount of the cash portion of the consideration paid by the Borrower and its Subsidiaries in respect thereof does not exceed (A) $20,000,000 if, at the Borrower time of such transaction, the Borrower's Net Funded Debt to EBITDA Ratio as of the end of the immediately preceding fiscal quarter is greater than or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable)equal to 3.50 to 1.00, or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) $40,000,000 if, at the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to time of such transaction, the Borrower's Net Funded Debt to EBITDA Ratio as of the end of the immediately preceding fiscal quarter is less than 3.50 to 1.00, and (vi) with respect to all such mergers, consolidations, purchases or Acquisitions, the aggregate amount of the cash portion of the consideration paid by the Borrower and its Subsidiaries in respect thereof during any 12 month period, does not exceed (A) $40,000,000 if, at the time of any such transaction, the Borrower's Net Funded Debt to EBITDA Ratio as of the end of the immediately preceding fiscal quarter is greater than or equal to 3.50 to 1.00, or (B) $80,000,000 if, at the time of any such transaction, the Borrower's Net Funded Debt to EBITDA Ratio as of the end of the immediately preceding fiscal quarter is less than 3.50 to 1.00; and (ivb) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower may purchase or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agent. (b) lease otherwise acquire all or substantially all of the properties stock or assets of, or otherwise acquire by merger or consolidation, any of its Subsidiaries, and any such Subsidiary may merge into, or consolidate with, or purchase or otherwise acquire all or substantially all of the Par assets or stock of or sell all or substantially all of its assets or stock to, any other Subsidiary of the Borrower and its Restricted Subsidiaries considered on a consolidated basisor the Borrower, in one or more related transactionseach case so long as (i) if the transaction is with the Borrower, the Borrower shall be the surviving entity to any other Person. (c) Clauses such merger or consolidation, or (ii) if the transaction is not with the Borrower, a domestic Subsidiary shall be the surviving entity to any such merger or consolidation (unless no party to such transaction is a domestic Subsidiary). Except as otherwise permitted in this SECTION 6.11 and SECTION 6.16, (iii) and (iv) the Borrower shall not sell or dispose of Section 6.3(a) will not applyany capital stock of or its ownership interest in any of the Guarantors or any other Subsidiaries which it may form. Borrower shall give the Agent the notice required under SECTION 6.9.

Restrictions on Fundamental Changes. Each Obligor Lessee will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Significant Subsidiaries to, (a) Consolidate, amalgamate or merge with or into another Person (whether consolidate into, or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of acquire all or substantially all of the properties and assets of, any Person, or sell, transfer, lease or otherwise dispose of the Par Borrower and its Restricted Subsidiaries taken as a whole, (whether in one transaction or more related in a series of transactions) all or substantially all of its assets, to another Person, unlessexcept that: (i) either Any of Lessee's Significant Subsidiaries may merge with, consolidate into or transfer all or substantially all of its assets to another of Lessee's Significant Subsidiaries or to Lessee and in connection therewith such Significant Subsidiary (other than Lessee) may be liquidated or dissolved; provided that (A) if the transaction involves Lessee, Lessee shall be the surviving Person, and (B) if any transaction shall be between a Borrower or non-wholly owned Significant Subsidiary and a Guarantor wholly owned Significant Subsidiary, the wholly owned Significant Subsidiary shall be the continuing or surviving Person; provided, (1) if a Borrower is involvedand, a Borrower provided further, that no Material Adverse Effect or Lease Default or Lease Event of Default exists or shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agentresult therefrom; (ii) immediately after giving effect to such transaction, no Default Lessee or Event any of Default existsits Significant Subsidiaries may sell or dispose of assets in accordance with the provisions of Section 18.2(d); (iii) immediately after giving effect to such transaction on a pro forma basis, (A) the Borrower Lessee or the Person formed any of its Significant Subsidiaries may make any investment or Acquisition permitted by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicableSection 18.2(e), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and; (iv) each GuarantorLessee may merge with or consolidate into any other Person, unless such Guarantor provided that (A) Lessee is the Person with which surviving Person, and (B) no such merger or consolidation shall be made while there exists a Borrower has entered into Lease Default or Lease Event of Default or if a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations Lease Default or Lease Event of the Borrower Default or the surviving Person in accordance with this Agreement, in Material Adverse Effect would occur as a manner reasonably satisfactory to the Agentresult thereof. (bv) lease all Lessee may merge with or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to consolidate into any other Person. (c) Clauses (ii), (iii) and (iv) Person in connection with a hostile takeover of Section 6.3(a) will not applyLessee by such Person that occurs without the consent of Lessee. LSI Logic Corporation Lease A

Restrictions on Fundamental Changes. Each Obligor (a) Holdings will not, and will not permit in any transaction or series of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidatetransactions, amalgamate consolidate with or merge into or engage in a scheme of arrangement qualifying as an amalgamation with or into another Person (whether or not a Borrower is the surviving corporation) any Person, or sell, assignlease, transferconvey, convey transfer or otherwise dispose of all or substantially all of the properties and its assets of the Par Borrower and its Restricted Subsidiaries taken as to any Person (each such transaction, a whole, in one or more related transactions, to another Person“Fundamental Change”), unless: (i1) either either (Ax) a Borrower or a Guarantor Holdings shall be the continuing Person or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (By) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower Holdings) formed by such consolidation or a Restricted Subsidiaryinto which Holdings is merged or amalgamated, as applicable) or to which such Disposition will have been made sale, lease, conveyance, transfer or other disposition is made (1the “Holdings Successor”) is organized (i) shall become a Guarantor hereunder and assume by supplemental indenture, assumption agreement or existing under the laws of the United Statesotherwise, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements in each case in form and substance reasonably satisfactory to the Agent; Trustee, all obligations of Holdings hereunder, (ii) the Collateral Rig Owner is the direct or indirect Wholly-Owned Subsidiary of the Holdings Successor and the Collateral Rig Operator is the direct or indirect Wholly-Owned Subsidiary of the Holdings Successor, in each case, immediately after giving effect to such transaction, no Default or Event Fundamental Change and (iii) the Collateral and Guaranty Requirements in respect of Default existsthe Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (iii2) immediately after giving effect to such transaction on a pro forma basis,or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (A3) the Borrower Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(a)(1) comply with this Indenture. (b) TINC will not, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) TINC shall be the continuing Person or (y) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower TINC) formed by such consolidation or a Restricted Subsidiary, as applicable)into which TINC is merged or amalgamated, or to which such Disposition sale, lease, conveyance, transfer or other disposition is made (the “TINC Successor”) (i) shall become a Guarantor hereunder and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of TINC hereunder, (ii) the Collateral Rig Owner is the direct or indirect Wholly-Owned Subsidiary of the TINC Successor and the Collateral Rig Operator is the direct or indirect Wholly-Owned Subsidiary of the TINC Successor, in each case, immediately after giving effect to such Fundamental Change and (iii) the Collateral and Guaranty Requirements in respect of the Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(b)(1) comply with this Indenture. (c) The Collateral Rig Owner will not, in any transaction or series of transactions, consummate a Fundamental Change, unless: ​ (1) either (x) Collateral Rig Owner immediately prior to consummation of such Fundamental Change shall be the continuing Person or (y) the Person (if other than the Collateral Rig Owner immediately prior to consummation of such Fundamental Change) formed by such consolidation or into which the Collateral Rig Owner immediately prior to consummation of such Fundamental Change is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor Collateral Rig Owner”) (i) is a Subsidiary of Holdings and TINC (or their respective successors) that is in compliance with Section 4.11(b) and Section 4.29, (ii) is organized under the laws of a Permitted Jurisdiction, (iii) shall become the Collateral Rig Owner, a Guarantor and a Collateral Grantor hereunder and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of the Collateral Rig Owner under the applicable Note Documents and (iv) the Collateral and Guaranty Requirements in respect of the Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have been madeoccurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, will each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(c)(1) comply with this Indenture. (d) Holdings shall not permit the Collateral Rig Operator to, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) Collateral Rig Operator immediately prior to consummation of such Fundamental Change shall be permitted the continuing Person or (y) the Person (if other than the Collateral Rig Operator immediately prior to incur at least $1.00 consummation of additional Indebtedness such Fundamental Change) formed by such consolidation or into which the Collateral Rig Operator immediately prior to consummation of such Fundamental Change is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor Collateral Rig Operator” and together with the Holdings Successor, the TINC Successor and the Successor Collateral Rig Owner, each a “Note Party Successor”) (i) is a Subsidiary of Holdings and TINC (or their respective successors) that is in compliance with Section 4.29, (ii) is organized under sub-the laws of a Permitted Jurisdiction, (iii) is a party to the Drilling Contract (including, for the avoidance of doubt, pursuant to clause (cb) of the definition of “Permitted Indebtedness” orDrilling Contract”), (iv) shall become the Collateral Rig Operator and a Collateral Grantor hereunder, and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of the Collateral Rig Operator under the applicable Note Documents and (v) the Collateral and Guaranty Requirements in respect of the Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (B2) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior giving effect to such transactiontransaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (iv3) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment Company delivers to the Guaranty Trustee an Officer’s Certificate and Security Agreement confirmed an Opinion of Counsel, each stating that the Guaranty transaction and Security Agreement will apply to the obligations of the Borrower any supplemental indenture, assumption agreement or the surviving Person in accordance other agreement (if any) required under Section 4.13(d)(1) comply with this Agreement, in a manner reasonably satisfactory to the AgentIndenture. (be) lease For the avoidance of doubt, (x) the term “merger” as used in this Section 4.13 includes an amalgamation under Cayman Islands law, and the term “all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered assets”, as used in this Section 4.13, with respect to any Note Party, shall be computed on a consolidated basis, (y) ​ ​ entry into a drilling contract or bareboat charter shall not constitute a sale, lease, conveyance, transfer or other disposition subject to this Section 4.13 and (z) a reference to “series of transactions” in one or more this Section 4.13 shall mean a series of related transactions, to any other Person. (cf) Clauses Upon any Fundamental Change of any Note Party described in the preceding clauses (ii)a) through (d) in which the applicable Note Party is not the continuing Person, (iii) or the Person to which any sale, lease, conveyance, transfer or other disposition is made in accordance with this Section 4.13, the applicable Note Party Successor shall succeed to, and (iv) be substituted for, and may exercise every right and power of Section 6.3(a) the applicable predecessor Note Party under this Indenture, the Securities and the other applicable Note Documents with the same effect as if such Note Party Successor had been named as the applicable Note Party herein and therein and the predecessor Note Party, in the case of a sale, transfer, conveyance, or other disposition, shall be released from all obligations under this Indenture, the Securities and the other Note Documents, provided, that in the case of a lease of all or substantially all its assets, the predecessor Note Party will not applybe released from its obligations under this Indenture, the Securities or other applicable Note Documents.

Restrictions on Fundamental Changes. Each Obligor Loan Party will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) ConsolidateOther than in order to consummate a Permitted Acquisition, amalgamate enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests; provided, that any Subsidiary of any Borrower or any Guarantor that is not another Guarantor or another Borrower may merge with or into or consolidate with any other Subsidiary of any Borrower or any Guarantor that is not another Person Guarantor or another Borrower, (whether i) a domestic Subsidiary of any Borrower (other than another Borrower or not a Guarantor) may merge with and into such Borrower so long as (A) such Borrower is the surviving corporation) or sellentity of such merger, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i) either (A) a Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or effective date of the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately merger and after giving effect to such transactionthereto, no Default or Event of Default exists;shall exist or have occurred, (C) Administrative Borrower provides Agent not less than 10 Business Days’ prior written notice thereof, (D) Borrowers and Guarantors execute and deliver, prior to or simultaneously with any such action, any and all documents and agreements requested by Agent to perfect the security interests and liens granted to Agent hereunder in the assets of such Subsidiary which are being transferred to such Borrower pursuant to such merger, (E) such Borrower shall not assume any liabilities of such subsidiary in excess of $100,000 (unless otherwise agreed to by Agent in its Permitted Discretion), and (F) Agent shall have received, true, correct and complete copies of all agreements, documents and instruments relating to such merger, including, but not limited to, the certificate or certificates of merger to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (ii) any Borrower may merge with and into another Borrower so long as (A) as of the effective date of the merger and after giving effect thereto, no Default or Event of Default shall exist or have occurred, (B) Administrative Borrower provides Agent not less than 10 Business Days’ prior written notice thereof, (C) Borrowers and Guarantors execute and deliver, prior to or simultaneously with any such action, any and all documents and agreements requested by Agent to confirm the continuation and preservation of all security interests and liens granted to Agent hereunder, and (D) Agent shall have received, true, correct and complete copies of all agreements, documents and instruments relating to such merger, including, but not limited to, the certificate or certificates of merger to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), and (iii) immediately any Guarantor may merge with and into another Guarantor so long as (A) as of the effective date of the merger and after giving effect thereto, no Default or Event of Default shall exist or have occurred, (B) Administrative Borrower provides Agent not less than 10 Business Days’ prior written notice thereof, (C) Borrowers and Guarantors execute and deliver, prior to or simultaneously with any such action, any and all documents and agreements reasonably requested by Agent to confirm the continuation and preservation of all security interests and liens granted to Agent hereunder, and (D) Agent shall have received, true, correct and complete copies of all material agreements, documents and instruments relating to such transaction on merger, including, but not limited to, the certificate or certificates of merger to be filed with each appropriate Secretary of State (with a pro forma basiscopy as filed promptly after such filing), (Ab) wind up, liquidate or dissolve except in the case of Subsidiaries of any Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than Guarantor that are not a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless so long as promptly (but in any event within not less than 10 Business Days) after the commencement of such Guarantor is the Person with which a Borrower has entered into a transaction under this covenantwinding up, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower liquidation or the surviving Person in accordance with this Agreementdissolution, in a manner reasonably satisfactory to the Agent. (b) lease all or substantially all of the properties or any assets of the Par Borrower and its Restricted Subsidiaries considered on such Subsidiary (i) that would constitute Collateral are transferred to a consolidated basis, in one Loan Party so that such assets are subject to Agent’s first priority perfected security interest or more related transactions, (ii) are subject to any other Person.a Permitted Disposition, (c) Clauses suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (ii)a) or (b) above or in connection with a transaction permitted under Section 6.4, or (iiid) and (iv) of Section 6.3(a) will not applychange its classification/status for U.S. federal income tax purposes.

Restrictions on Fundamental Changes. Each Obligor will notEnter into any merger, and will not permit consolidation, reorganization, or recapitalization, or reclassify their Stock, or liquidate, wind up, or dissolve themselves (or suffer any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidateliquidation or dissolution), amalgamate or merge with or into another Person (whether or not a Borrower is the surviving corporation) or convey, sell, assign, lease, transfer, convey or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the properties and assets of the Par their property or assets; provided, however, that: (a) a Borrower and its or any Restricted Subsidiaries taken as Subsidiary may enter into a whole, in one merger or more related transactions, to another Person, unlessconsolidation so long as: (i) either (A) a such Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) , is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agentsurviving Person; (ii) immediately after giving effect to such transactiontransaction on a pro forma basis, no Default or Event of Default exists; (iii) such transaction would not result in the loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with such loss, suspension, or material impairment; (i) such Borrower or Restricted Subsidiary has Consolidated Net Worth (immediately after giving effect the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of such transaction on a pro forma basis, (A) the Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to immediately preceding such transaction, and (ii) Borrowers, on a consolidated basis, shall have an Interest Coverage Ratio of not less than 2.0:1.0 for their most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such Disposition will have been made, will be permitted to incur transaction and after giving pro forma effect thereto as if such transaction had occurred at least $1.00 of additional Indebtedness under sub-clause (c) the beginning of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transactionapplicable four-quarter period; and (ivv) each Guarantorsuch Borrower or Restricted Subsidiary, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenantas applicable, will have by amendment prior to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply consummation of any proposed transaction, shall deliver to Agent a certificate of an officer of such Borrower or Restricted Subsidiary, as applicable, to the obligations foregoing effect, an opinion of counsel, stating that all conditions precedent to the Borrower or the surviving Person in accordance proposed transaction provided for herein have been complied with this Agreement, in and a manner written statement from a firm of independent public accountants of established national reputation reasonably satisfactory to Agent that the Agentproposed transaction complies with the foregoing clause (iv). (b) A Borrower or any Restricted Subsidiary may sell, transfer, assign, lease all or substantially all otherwise dispose of the properties or its assets of the Par Borrower and its Restricted Subsidiaries considered on in a consolidated basis, in one or more related transactions, to any other Person.transaction that is permitted by Section 7.4; and (c) Clauses (ii), (iii) Any Restricted Subsidiary of a Borrower may liquidate or dissolve if such Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Borrower and (iv) of Section 6.3(a) will is not applymaterially disadvantageous to Agent.

Restrictions on Fundamental Changes. (a) Each Obligor Loan Party will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidate, amalgamate merge or merge consolidate with or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another any other Person, unless: except that (i) either any Loan Party (Aother than Global Holdings) a Borrower may merge or a Guarantor shall be the continuing consolidated with or surviving Person; provided, into any other Loan Party (1other than Global Holdings), (ii) if a Borrower is involved, a Borrower shall any Subsidiary of Global Holdings may merge or be the continuing consolidated with or surviving Person into any other Subsidiary of Global Holdings and (2iii) if a Guarantor that is not an Intermediation any Subsidiary is involved and such may merge with any other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower Subsidiary of Global Holdings) in order to effect a Permitted Investment, a Permitted Acquisition or a Restricted SubsidiaryPermitted Disposition permitted pursuant to the applicable provisions of clause (m) of the definition of Permitted Investments and clauses (p), as applicable(s) and (t) of the definition of Permitted Dispositions, provided that, in each such case under (i),(ii) or to which such Disposition will have been made (1) is organized or existing under the laws of the United Statesiii), any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately after giving effect to any such transaction, proposed transaction (x) no Default or Event of Default exists; would exist, (iiiy) immediately after giving effect to such transaction on a pro forma basis, (A) in the Borrower or the Person formed by or surviving case of any such consolidationmerger to which any Borrower is a party, amalgamation or merger a Borrower (if other than a Borrower or a Restricted SubsidiaryGlobal Holdings) is the surviving entity, as applicable), or and (z) in the case of any such merger to which such Disposition will have been madea Guarantor is a party, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such a Guarantor is the Person with which surviving entity (or if not the surviving entity, the survivor shall, on the date of such transaction, (i) assume the obligations of such Guarantor and (ii) become a Borrower has entered into a transaction under this covenant, will have by amendment party to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person other applicable Loan Documents, in accordance with this Agreementeach case, in a manner reasonably satisfactory acceptable to Agent (and in accordance with Section 5.11 hereof), including, without limitation, by (x) the execution of such documents of joinder and such lien and security agreements (in form and substance reasonably acceptable to Agent) as are necessary for Agent to have an Acceptable Security Interest in such Person’s Property (other than Excluded Property (as defined in the Guaranty and Security Agreement)) and in the Equity Interests in such Person, and (y) demonstrating that Agent will have an Acceptable Security Interest in such Person’s Collateral and its compliance in all material respects with applicable laws). (b) lease all or substantially all of the properties or assets of the Par Borrower Each Loan Party will not, and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to any other Person. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not applypermit any of its Subsidiaries to, effect any Acquisition other than a Permitted Acquisition.

Restrictions on Fundamental Changes. Each Obligor will The Borrower shall not, and will shall not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidate, amalgamate or merge with or into another Person (whether consolidate into, or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of acquire all or substantially all of the properties and assets of, any Person, or sell, transfer, lease or otherwise dispose of the Par Borrower and its Restricted Subsidiaries taken as a whole, (whether in one transaction or more related in a series of transactions) all or substantially all of its assets, to another Person, unlessexcept that: (i) either (A) a Borrower any of the Borrower's wholly owned Subsidiaries may merge with, consolidate into or a Guarantor shall be transfer all or substantially all of its assets to another of the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) 's wholly owned Subsidiaries or to which the Borrower and in connection therewith such Disposition will have been made (1) is organized Subsidiary may be liquidated or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agentdissolved; (ii) immediately after giving effect to such transaction, no Default the Borrower or Event any of Default existsits Subsidiaries may sell or dispose of assets in accordance with the provisions of subsection 9.04(d); (iii) immediately the Borrower or any of its Subsidiaries may make any investment permitted by subsection 9.04(e); (iv) the Borrower or any of its Subsidiaries may merge with or consolidate into any other Person, provided that (a) the Borrower is the surviving corporation in respect of any merger or consolidation involving the Borrower, (b) subject to the preceding clause (a), after giving effect to any such transaction on merger or consolidation, the surviving entity in respect thereof shall be a pro forma basis,wholly owned Subsidiary, and (c) no such merger or consolidation shall be made if a Default would exist, or with the giving of notice or a passage of time, or both, would come into existence after giving effect thereto; and (Av) the Borrower or the Person formed by any of its Subsidiaries may sell, transfer or surviving dispose of any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty Receivables and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agent. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, Receivables Related Assets pursuant to any other PersonPermitted Receivables Purchase Facility. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor will Borrower shall not, and will shall not suffer or permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries Subsidiary to, (a) Consolidate, amalgamate or merge merge, consolidate with or into another Person (whether into, or not a Borrower is the surviving corporation) or sell, assignconvey, transfer, convey lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the properties and its assets (whether now owned or hereafter acquired) to or in favor of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another any Person, unlessexcept: (i) either (A) a a. Borrower or a Guarantor shall be the continuing any of Borrower's Subsidiaries may merge with or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation consolidate into any Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a of Borrower or Holdings (provided that the surviving or transferee entity is a Restricted Subsidiary, as applicableSubsidiary or Holdings) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; (iii) immediately after giving effect to such transaction on a pro forma basis, (A) the Borrower or the Person formed by Holdings and in connection therewith such Subsidiary may be liquidated or surviving any such consolidation, amalgamation or merger (if other than a dissolved; b. Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 any of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agent. (b) lease Borrower's Subsidiaries may transfer all or substantially all of its assets (except Financed Products) to any Subsidiary of Borrower, the properties Borrower or Holdings; c. Borrower or any of its Subsidiaries may sell or dispose of assets in accordance with the provisions of Section 5.1(h); d. the Par Borrower and or any of its Restricted Subsidiaries considered on a consolidated basis, in one may make any investment permitted by Section 5.1(k); and e. the Borrower or more related transactions, to any Subsidiary thereof may merge with or consolidate into any other Person. , provided that (ci) Clauses (in the case of the Borrower) the Borrower is the surviving Person, (ii), ) no such merger or consolidation shall be made while there exists a Default or if a Default would occur as a result thereof and (iii) all actions have been taken (to the satisfaction of the Lender) to protect and (ivcontinue perfected the Liens of the Lender under this Agreement; provided, further that Lender shall have received -------- prior written notice of the consummation of any transaction permitted under this subsection 5.1(g) of Section 6.3(a) will not applypromptly, and in any event no less than 15 Banking Days prior to the consummation thereof.

Restrictions on Fundamental Changes. Each Obligor Loan Party will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidate, amalgamate or merge with or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i) either either (A) a Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; (iii) immediately after giving effect to such transaction on a pro forma basis, , (Ai) the Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or or (Bii) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agent. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to any other Person. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not applyapply (x) to any merger, amalgamation, consolidation or sale, assignment, transfer, conveyance or other disposition of assets (A) between or among the Par Borrower and any of its Restricted Subsidiaries or between the Par Borrower and its Restricted Subsidiaries, on the one hand, and any Subsidiary of the Par Borrower that is not a Restricted Subsidiary, on the other hand, so long as the survivor of such merger, amalgamation or consolidation is the Par Borrower or a Restricted Subsidiary (as applicable) (and (x) if either entity was a Borrower, a Borrower, and (y) if either entity was a Guarantor, a Borrower or a Guarantor) or (B) effected in connection with a Disposition permitted by Section 6.4 or an Investment permitted by Section 6.7 or (y) if, in the good faith determination the Par Borrower, the sole purpose of the transaction is to change the jurisdiction of incorporation of the Borrower. (d) Section 6.3(a) and (b) shall not apply to (i) any transfer of assets by a Borrower to any Guarantor, (ii) any transfer of assets among Guarantors to a Borrower, (iii) any transfer of assets by a Restricted Subsidiary that is not a Guarantor to (x) another Restricted Subsidiary that is not a Guarantor or (y) a Borrower or any Guarantor, (iv) any merger, amalgamation or consolidation of two Subsidiaries so long as the surviving entity is a Restricted Subsidiary and, if either of such Subsidiaries was a Guarantor, so long as the surviving entity is a Guarantor or (v) any merger, amalgamation or consolidation effected in connection with a Disposition permitted by Section 6.4 or an Investment permitted by Section 6.7. (e) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of either Borrower in accordance with Section 6.3(a) or (b) hereof, the successor formed by such consolidation or into or with which such Borrower is merged or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, conveyance or other disposition, the provisions of this Agreement referring to such “Borrower” shall refer instead to the successor and not to such Borrower), and may exercise every right and power of such Borrower under this Agreement with the same effect as if such successor Person had been named as such Borrower herein and the predecessor will be released from all obligations.

Restrictions on Fundamental Changes. Each Obligor will notNo Borrower shall, no Borrower shall permit any Subsidiary (other than the Excluded Subsidiaries) to, and will not permit neither Parent nor Consolidated Industries (except with respect to any recapitalization or reclassification of its Restricted Subsidiaries other than Intermediation Subsidiaries to,Equity Interests) shall: (a) Consolidateenter into any merger, amalgamate consolidation, reorganization, or merge with recapitalization; (b) reclassify its Equity Interests; (c) liquidate, wind up, or into another Person dissolve itself (or suffer any liquidation or disposition); or (d) Dispose of (whether in one transaction or not in a Borrower is the surviving corporationseries of transactions) or sell, assign, transfer, convey or otherwise dispose of all or substantially any substantial part of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, however, that during the period from the Closing Date to the first anniversary thereof, the applicable Borrowers may Dispose of all of the properties Facility Assets in accordance with Section 2.02(b)(i), and assets Parent or Consolidated Industries may Dispose of all of the Par Borrower Equity Interests (whether direct or indirect) in CNC, CNH, EDCC, and its Restricted Subsidiaries taken NFC in accordance with Section 2.02(b)(ii). But so long as a whole, in one or more related transactions, to another Person, unless: (i) either (A) a Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; exists or would result therefrom, (iiiv) immediately after giving effect to such transaction on a pro forma basis, any Borrower (Aother than ThermaClime, CNH, or NFC) the or any Subsidiary of any Borrower or the Person formed by or surviving may merge with and into any such consolidationBorrower, amalgamation or merger (if w) Parent may merge with any entity (other than a Borrower) if Parent is the surviving entity of such merger, (x) Consolidated Industries may merge with (i) any entity (other than Parent or a Borrower) if Consolidated Industries is the surviving entity of such merger and (ii) Parent if Parent is the surviving entity of such merger, (y) any Borrower or a Restricted Subsidiaryany Subsidiary of any Borrower may sell, as applicable)transfer, lease or otherwise dispose of its assets (other than any Collateral, except in the case of the Intercompany Leases) to which such Disposition will have been madeany Borrower, will and (z) the Existing Permitted Leases and Use Rights shall be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agenthereunder. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to any other Person. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) ConsolidateEnter into any amalgamation, amalgamate merger, consolidation, reorganization, or merge recapitalization, or reclassify its Stock, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (1) any Subsidiary of a Borrower may be amalgamated, merged or consolidated with or into another Person any Loan Party, any WFF Foreign Loan Party or any Significant Subsidiary (whether provided that in any such amalgamation, merger or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: consolidation involving (i) either (Aw) a Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involvedBorrower, a Borrower shall be the continuing or surviving Person entity, (2x) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is Loan Party but not a Borrower, such Guarantor a Loan Party shall be the continuing or surviving Personentity, (y) a WFF Foreign Borrower but not a Loan Party, a WFF Foreign Borrower shall be the continuing or surviving entity and (z) a WFF Foreign Loan Party but not a Loan Party or a WFF Foreign Borrower, a WFF Foreign Loan Party shall be the continuing or surviving entity) and (2) the transactions described in the Pre-approved Restructurings Letter shall be permitted, (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (1) a Significant Subsidiary may liquidate, wind-up or dissolve with and into a Subsidiary of a Borrower or a WFF Foreign 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 a Domestic Subsidiary may only liquidate, wind-up or dissolve with and into another Domestic 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 (Bd) the Person formed by Suspend or surviving any such consolidation, amalgamation go out of a substantial portion of its or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made their business except (1) is organized to the extent such suspension or existing under the laws going out of the United States, any state thereof or the District of Columbia and business could not reasonably be expected to result in a Material Adverse Change and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under transactions described in the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; (iii) immediately after giving effect to such transaction on a pro forma basis, (A) the Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will Pre-approved Restructurings Letter shall be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agentpermitted. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to any other Person. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor will not, and will not permit Neither the Borrower nor any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidateshall be a party to any merger into or consolidation with, amalgamate or merge with or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey make an Acquisition or otherwise dispose of purchase or acquire all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a wholeor stock of, in one or more related transactions, to another any other Person, unlessor sell all or substantially all of its assets or stock, except: (a) the Borrower or any of its Subsidiaries may merge into or consolidate with, make an Acquisition or otherwise purchase or acquire all or substantially all of the assets or stock of any other Person if upon the consummation of any such merger, consolidation, purchase or Acquisition, (i) either (A) a Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under is the Loan Documents pursuant surviving corporation to agreements reasonably satisfactory to any such merger or consolidation (or the Agent; other Person will thereby become a Subsidiary); (ii) immediately after giving effect the nature of the business of such acquired Person is a Permitted Business; (iii) the Borrower shall have delivered to the Lender within ten (10) Business Days prior to the consummation of an Acquisition a report signed by an executive officer of the Borrower which shall contain calculations demonstrating the Borrower's compliance with Sections 6.20, 6.21 and 6.22 (on a trailing four fiscal quarter pro forma basis), such transaction, calculations to use historical financial results of the acquired business; (iv) the maximum cash purchase price paid by the Borrower or any of its Subsidiaries in connection with any single Acquisition shall not exceed $10,000,000; and (v) no Default or Event of Default exists; (iii) immediately after giving effect to shall have occurred and be continuing or would otherwise be existing as a result of such transaction on a pro forma basis, (A) the Borrower or the Person formed by or surviving any such merger, consolidation, amalgamation purchase or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transactionAcquisition; and (ivb) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower may purchase or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agent. (b) lease otherwise acquire all or substantially all of the properties stock or assets of, or otherwise acquire by merger or consolidation, any of its Subsidiaries, and any such Subsidiary may merge into, or consolidate with, or purchase or otherwise acquire all or substantially all of the Par assets or stock of or sell all or substantially all of its assets or stock to, any other Subsidiary of the Borrower and its Restricted Subsidiaries considered on a consolidated basisor the Borrower, in one or more related transactions, each case so long as the Borrower shall be the surviving entity to any such merger or consolidation if the transaction is with the Borrower. Except as otherwise permitted in this Section 6.11, the Borrower shall not sell or dispose of any capital stock of or its ownership interest in any of the Founding Companies or any other PersonSubsidiaries which it may form. (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply

Restrictions on Fundamental Changes. Each Obligor will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) ConsolidateEnter into any merger, amalgamate or merge with or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (i) either (A) a Borrower or a Guarantor shall be the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation reorganization, or merger recapitalization, or reclassify its Stock (if other than a Borrower or a Restricted Subsidiaryin connection with the Reorganization Plan), except that, so long as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists;then exists hereunder or would be caused thereby and the Agent receives written notice of any such merger at least 30 days prior to the effectiveness thereof if such merger involves a Loan Party: (iiii) immediately after giving effect to such transaction on any Subsidiary that is not a pro forma basis, Loan Party may merge into any other Subsidiary that is not a Loan Party, and (Aii) any Loan Party (other than Parent, U-Haul or AREC) may merge into any other Loan Party (other than Parent, U-Haul or AREC); provided, however, (x) the Borrower Person surviving such merger shall be a Loan Party, and (y) Agent shall have received, upon the effectiveness of such merger, such loan documents, title insurance and opinions of counsel as Agent may reasonably request to continue or insure the Person formed by priority and perfection of Agent's liens on the Collateral or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and (iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of any such Loan Party under any of the Borrower or Loan Documents, including, without limitation, the surviving Person in accordance documents required by Section 7.13(b) hereof. Notwithstanding the foregoing, a Subsidiary that is not an Insurance Subsidiary shall not merge with this Agreement, in a manner reasonably satisfactory to the Agentany Insurance Subsidiary. (b) lease all Liquidate, wind up, or substantially all dissolve any Borrower or any Borrower's Subsidiaries (or suffer any liquidation or dissolution), except that Parent may liquidate, dissolve or wind up any Subsidiary (other than AREC and U-Haul or any Insurance Subsidiary) so long as (i) no Default or Event of Default then exists hereunder or would be caused thereby and the properties or Agent receives written notice of any such action at least 30 days prior to the effectiveness thereof, (ii) the assets of the Par Borrower and its Restricted Subsidiaries considered on such Subsidiary are transferred to another Subsidiary of Parent or, if such Subsidiary is a consolidated basis, in one or more related transactionsLoan Party, to any other Person. another Loan Party and such assets remain subject to a first priority (csubject to Permitted Liens) Clauses (ii)perfected Lien under a Loan Document after such transfer, (iii) Agent shall have received such loan documents, title insurance and (ivopinions of counsel as Agent may request to continue or insure the priority and perfection of Agent's liens on such assets or the obligations of any such Subsidiary under any of the Loan Documents, including, without limitation, the documents required by Section 7.13(b) of Section 6.3(a) will hereof. Notwithstanding the foregoing, a dissolving or liquidating Subsidiary that is not applyan Insurance Subsidiary shall not transfer assets to any Insurance Subsidiary.

Restrictions on Fundamental Changes. Each Obligor will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) ConsolidateEnter into any acquisition, amalgamate merger, consolidation, reorganization, or merge with recapitalization, or into another Person reclassify its Stock (whether or not including pursuant to a Borrower is the surviving corporation“division” under Delaware law) or sell(each, assigna “Fundamental Change”), transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: except: (i) either (A) between Loan Parties, provided that if Borrower is a party to such Fundamental Change, Borrower or a Guarantor shall must be the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent; (ii) immediately entity after giving effect to such transactionFundamental Change; (ii) between a Loan Party and an Excluded Subsidiary, no Default or Event of Default exists; (iii) immediately provided that such Loan Party must be the surviving entity after giving effect to such transaction on Fundamental Change; provided further that if Borrower is a pro forma basis, (A) the Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior party to such transactionFundamental Change, Borrower must be the surviving entity after giving effect to such Fundamental Change; and (iii) any Permitted Acquisition; (iv) each Guarantorsolely involving the Stock of any Excluded Subsidiary (including without limitation Jushi Europe SA); (v) as part of a listing on a public securities market, unless including without limitation the New York Stock Exchange or the NASDAQ, provided such Guarantor is acquisition would not reasonably be expected to adversely impact Agent’s Lien in any material respect or interest as a Lender in any material respect, and provided further that if the Fundamental Change results in the Stock of any Person with which other than Borrower being listed on a Borrower has entered into a transaction under this covenantpublic securities market in the United States, will have by amendment to such listing shall require the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations prior written approval of the Borrower Agent (at the direction of the Required Lenders acting in good faith); (vi) for Tax purposes that do not have an adverse impact on Agent’s Lien in any material respect or any Lender’s interest as a Lender in any material respect or (vii) in connection with any transaction that would constitute a Change of Control (and for the surviving Person avoidance of doubt, such Change of Control shall cause an acceleration of the Obligations in accordance with this Agreement, in a manner reasonably satisfactory to the Agent.Section 2.1(b)); (b) lease all Liquidate, wind up, or substantially all dissolve itself (or suffer any liquidation or dissolution) other than in the ordinary course of the properties business in a manner that does not have an adverse impact on Agent’s Lien in any material respect or assets of the Par Borrower and its Restricted Subsidiaries considered on interest as a consolidated basis, Lender in one or more related transactions, to any other Person.material respect; (c) Clauses (ii), (iii) and (iv) Suspend or cease operating a material portion of Section 6.3(a) will not applyits business if such suspension or cessation would reasonably be expected to cause a Material Adverse Effect.

Restrictions on Fundamental Changes. Each Obligor (a) Holdings will not, and will not permit in any transaction or series of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidatetransactions, amalgamate consolidate with or merge into or engage in a scheme of arrangement qualifying as an amalgamation with or into another Person (whether or not a Borrower is the surviving corporation) any Person, or sell, assignlease, transferconvey, convey transfer or otherwise dispose of all or substantially all of the properties and its assets of the Par Borrower and its Restricted Subsidiaries taken as to any Person (each such transaction, a whole, in one or more related transactions, to another Person“Fundamental Change”), unless: (i1) either either (Ax) a Borrower or a Guarantor Holdings shall be the continuing Person or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (By) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower Holdings) formed by such consolidation or a Restricted Subsidiaryinto which Holdings is merged or amalgamated, as applicable) or to which such Disposition will have been made sale, lease, conveyance, transfer or other disposition is made (1the “Holdings Successor”) is organized (i) shall become a Guarantor hereunder and assume by supplemental indenture, assumption agreement or existing under the laws of the United Statesotherwise, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements in each case in form and substance reasonably satisfactory to the Agent; Trustee, all obligations of Holdings hereunder, (ii) the Collateral Rig Owner is the direct or indirect wholly-owned Subsidiary of the Holdings Successor and the Collateral Rig Operator is the direct or indirect Wholly-Owned Subsidiary of the Holdings Successor, in each case, immediately after giving effect to such transaction, no Default or Event Fundamental Change and (iii) the Collateral and Guaranty Requirements in respect of Default existsthe Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (iii2) immediately after giving effect to such transaction on a pro forma basis,or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (A3) the Borrower Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(a)(1) comply with this Indenture. (b) TINC will not, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) TINC shall be the continuing Person or (y) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower TINC) formed by such consolidation or a Restricted Subsidiary, as applicable)into which TINC is merged or amalgamated, or to which such Disposition will have been madesale, will be permitted lease, conveyance, transfer or other disposition is made (the “TINC Successor”) (i) shall become a Guarantor hereunder and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to incur at least $1.00 the Trustee, all obligations of additional Indebtedness under subTINC hereunder, (ii) the Collateral Rig Owner is the direct or indirect wholly-clause (c) owned Subsidiary of the definition TINC Successor and the Collateral Rig Operator is the direct or indirect Wholly-Owned Subsidiary of “Permitted Indebtedness” orthe TINC Successor, in each case, immediately after giving effect to such Fundamental Change and (iii) the Collateral and Guaranty Requirements in respect of the Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (B2) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior giving effect to such transactiontransaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (iv3) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment Company delivers to the Guaranty Trustee an Officer’s Certificate and Security Agreement confirmed an Opinion of Counsel, each stating that the Guaranty transaction and Security Agreement will apply to the obligations of the Borrower any supplemental indenture, assumption agreement or the surviving Person in accordance other agreement (if any) required under Section 4.13(b)(1) comply with this Agreement, in a manner reasonably satisfactory to the Agent. (b) lease all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, to any other PersonIndenture. (c) Clauses The Collateral Rig Owner will not, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) Collateral Rig Owner immediately prior to consummation of such Fundamental Change shall be the continuing Person or (y) the Person (if other than the Collateral Rig Owner immediately prior to consummation of such Fundamental Change) formed by such consolidation or into which the Collateral Rig Owner immediately prior to consummation of such Fundamental Change is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor Collateral Rig Owner”) (i) is a Subsidiary of Holdings and TINC (or their respective successors) that is in compliance with Section 4.11(b) and Section 4.29, (ii)) is organized under the laws of a Permitted Jurisdiction, (iii) shall become the Collateral Rig Owner, a Guarantor and (iv) a Collateral Grantor hereunder and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of Section 6.3(a) will not applythe Collateral Rig Owner under the applicable Note Documents and

Restrictions on Fundamental Changes. Each Obligor (a) Holdings will not, and will not permit in any transaction or series of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidatetransactions, amalgamate consolidate with or merge into or engage in a scheme of arrangement qualifying as an amalgamation with or into another Person (whether or not a Borrower is the surviving corporation) any Person, or sell, assignlease, transferconvey, convey transfer or otherwise dispose of all or substantially all of the properties and its assets of the Par Borrower and its Restricted Subsidiaries taken as to any Person (each such transaction, a whole, in one or more related transactions, to another Person“Fundamental Change”), unless: (i1) either either (Ax) a Borrower or a Guarantor Holdings shall be the continuing Person or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or (By) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower Holdings) formed by such consolidation or a Restricted Subsidiaryinto which Holdings is merged or amalgamated, as applicable) or to which such Disposition will have been made sale, lease, conveyance, transfer or other disposition is made (1the “Holdings Successor”) is organized (i) shall become a Guarantor hereunder and assume by supplemental indenture, assumption agreement or existing under the laws of the United Statesotherwise, any state thereof or the District of Columbia and (2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements in each case in form and substance reasonably satisfactory to the Agent; Trustee, all obligations of Holdings hereunder, (ii) each Collateral Rig Owner is the direct or indirect wholly-owned Subsidiary of the Holdings Successor and the Collateral Rig Operator is the direct or indirect Wholly-Owned Subsidiary of the Holdings Successor, in each case, immediately after giving effect to such transaction, no Default or Event Fundamental Change and (iii) the Collateral and Guaranty Requirements in respect of Default existseach Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (iii2) immediately after giving effect to such transaction on a pro forma basis,or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (A3) the Borrower Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(a)(1) comply with this Indenture. (b) TINC will not, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) TINC shall be the continuing Person or (y) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower TINC) formed by such consolidation or a Restricted Subsidiary, as applicable)into which TINC is merged or amalgamated, or to which such Disposition sale, lease, conveyance, transfer or other disposition is made (the “TINC Successor”) (i) shall become a Guarantor hereunder and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of TINC hereunder, (ii) each Collateral Rig Owner is the direct or indirect wholly-owned Subsidiary of the TINC Successor and the Collateral Rig Operator is the direct or indirect Wholly-Owned Subsidiary of the TINC Successor, in each case, immediately after giving effect to such Fundamental Change and (iii) the Collateral and Guaranty Requirements in respect of each Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(b)(1) comply with this Indenture. (c) Each Collateral Rig Owner will not, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) such Collateral Rig Owner immediately prior to consummation of such Fundamental Change shall be the continuing Person or (y) the Person (if other than such Collateral Rig Owner immediately prior to consummation of such Fundamental Change) formed by such consolidation or into which such Collateral Rig Owner immediately prior to consummation of such Fundamental Change is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor Collateral Rig Owner”) (i) is a Subsidiary of Holdings and TINC (or their respective successors) that is in compliance with Section 4.11(b) and Section 4.29, (ii) is organized under the laws of a Permitted Jurisdiction, (iii) shall become a Collateral Rig Owner, a Guarantor and a Collateral Grantor hereunder and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of a Collateral Rig Owner under the applicable Note Documents and (iv) the Collateral and Guaranty Requirements in respect of each Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have been madeoccurred and be continuing or would result therefrom; and (3) the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, will each stating that the transaction and any supplemental indenture, assumption agreement or other agreement (if any) required under Section 4.13(c)(1) comply with this Indenture. (d) Holdings shall not permit the Collateral Rig Operator to, in any transaction or series of transactions, consummate a Fundamental Change, unless: (1) either (x) Collateral Rig Operator immediately prior to consummation of such Fundamental Change shall be permitted the continuing Person or (y) the Person (if other than the Collateral Rig Operator immediately prior to incur at least $1.00 consummation of additional Indebtedness such Fundamental Change) formed by such consolidation or into which the Collateral Rig Operator immediately prior to consummation of such Fundamental Change is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the “Successor Collateral Rig Operator” and together with the (i) is a Subsidiary of Holdings and TINC (or their respective successors) that is in compliance with Section 4.29, (ii) is organized under sub-the laws of a Permitted Jurisdiction, (iii) is a party to each Drilling Contract (including, for the avoidance of doubt, pursuant to clause (cb) of the definition of “Permitted Indebtedness” orDrilling Contract”), (iv) shall become the Collateral Rig Operator and a Collateral Grantor hereunder, and assume by supplemental indenture, assumption agreement or otherwise, in each case in form and substance reasonably satisfactory to the Trustee, all obligations of the Collateral Rig Operator under the applicable Note Documents and (v) the Collateral and Guaranty Requirements in respect of each Collateral Rig remain satisfied immediately after giving effect to such Fundamental Change; (B2) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior giving effect to such transactiontransaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (iv3) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment Company delivers to the Guaranty Trustee an Officer’s Certificate and Security Agreement confirmed an Opinion of Counsel, each stating that the Guaranty transaction and Security Agreement will apply to the obligations of the Borrower any supplemental indenture, assumption agreement or the surviving Person in accordance other agreement (if any) required under Section 4.13(d)(1) comply with this Agreement, in a manner reasonably satisfactory to the AgentIndenture. (be) lease For the avoidance of doubt, (x) the term “merger” as used in this Section 4.13 includes an amalgamation under Cayman Islands law, and the term “all or substantially all of the properties or assets of the Par Borrower and its Restricted Subsidiaries considered assets”, as used in this Section 4.13, with respect to any Note Party, shall be computed on a consolidated basis, (y) entry into a drilling contract or bareboat charter shall not constitute a sale, lease, conveyance, transfer or other disposition subject to this Section 4.13 and (z) a reference to “series of transactions” in one or more this Section 4.13 shall mean a series of related transactions, to any other Person. (cf) Clauses Upon any Fundamental Change of any Note Party described in the preceding clauses (ii)a) through (d) in which the applicable Note Party is not the continuing Person, (iii) or the Person to which any sale, lease, conveyance, transfer or other disposition is made in accordance with this Section 4.13, the applicable Note Party Successor shall succeed to, and (iv) be substituted for, and may exercise every right and power of Section 6.3(a) the applicable predecessor Note Party under this Indenture, the Securities and the other applicable Note Documents with the same effect as if such Note Party Successor had been named as the applicable Note Party herein and therein and the predecessor Note Party, in the case of a sale, transfer, conveyance, or other disposition, shall be released from all obligations under this Indenture, the Securities and the other Note Documents, provided, that in the case of a lease of all or substantially all its assets, the predecessor Note Party will not applybe released from its obligations under this Indenture, the Securities or other applicable Note Documents.

Restrictions on Fundamental Changes. Each Obligor will Without the prior written consent of the Required Lenders, not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to, (a) Consolidate, amalgamate be a party to any merger into or merge with consolidation with, or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey purchase or otherwise dispose of acquire all or substantially all of the properties assets of, any other Person, except that (1) the Borrower or any of its Subsidiaries may merge into or consolidate with any other Person and the Borrower or any of its Subsidiaries may purchase or otherwise acquire the assets of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another any other Person, unless: (i) either IF upon the consummation of any such merger, consolidation, purchase or acquisition, (A) a the Borrower or a Guarantor shall be or, if the continuing or surviving Person; provided, (1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person (2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrowerparty to such merger, such Guarantor shall be Subsidiary is the continuing or surviving Personentity and the nature of its business is not materially changed from its core Hydrocarbons, or transportation, construction, procurement, sales, leasing, storage, transmission, gathering, marketing, processing and other related activities, (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiarysuch Subsidiary has the power and authority under the pertinent agreement, as applicable) or , and under applicable law, to which subject the assets of such Disposition will have been made (1) is organized or existing under the laws of the United States, any state thereof acquired Person or the District assets so acquired to the provisions of Columbia and this Agreement, including, without limitation, SECTION 9.3.4, (2C) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory does so subject such assets to the Agent; provisions of this Agreement, including without limitation, SECTION 9.3.4, and (iiD) immediately no Event of Default or Unmatured Event of Default shall have occurred, exist or be continuing or shall result after giving effect to such transactionmerger, no Default consolidation, purchase or Event acquisition and (2) the Borrower or any Subsidiary of Default exists; (iii) immediately after giving effect to such transaction on a pro forma basis, the Borrower may merge into, or consolidate with, or purchase or otherwise acquire the assets of, any other Subsidiary of the Borrower, if (A) the Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger entity (if either such Subsidiary is a Guarantor) shall be the Borrower, a Subsidiary that is liable with all other than Guarantors pursuant to a Guaranty for all obligations of the Borrower under this Agreement and the Notes or a Restricted Subsidiary, as applicable), or Subsidiary that is liable for all obligations of the Borrower under this Agreement and each other Loan Document to which such Disposition will have been madethe Borrower is a party, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or (B) the Fixed Charge Coverage Ratio for Collateral Agent shall have received documentation duly executed by the Par Borrower immediately after such transactions would be higher than surviving entity in form and substance satisfactory to the Required Lenders and the Agents, which documentation shall at a minimum consist of (x) the execution and delivery of a Guaranty or restated Guaranty (if the surviving Subsidiary is not a Guarantor prior to the consummation of such transaction; and (ivmerger or consolidation but is a Material Subsidiary or a Subsidiary which directly owns an interest in a Guarantor) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment and supporting documentation substantially similar to the Guaranty documentation described in SECTION 11.1, as applicable or (y) the execution and Security Agreement confirmed that the Guaranty and Security Agreement will apply to delivery of an assumption agreement of the obligations of the Borrower under or the surviving Person in accordance with connection with, among others, this Agreement, in the Notes and the Security Documents (if the Borrower merges or consolidates with a manner reasonably satisfactory Subsidiary and such Subsidiary is the surviving entity) and supporting documentation substantially similar to the Agent. documentation described in SECTION 11.1, as applicable, and (bC) lease all no Event of Default or substantially all Unmatured Event of Default shall have occurred and be continuing or would otherwise be existing after or result from such merger or consolidation. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell or dispose of any capital stock of any Subsidiary of the properties or assets Borrower except for Transfer of minority interests in any Subsidiary of the Par Borrower and its Restricted Subsidiaries considered on a consolidated basis, in one or more related transactions, pursuant to any other PersonSECTION 9.3.8(IX). (c) Clauses (ii), (iii) and (iv) of Section 6.3(a) will not apply