Common use of Consolidations and Mergers Clause in Contracts

Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (i) the Merger in accordance with the respective terms hereof, (ii) mergers and consolidations in connection with or to facilitate Permitted Acquisitions and Investments permitted by this Agreement (provided that if a Credit Party is a party to any such merger or consolidation, such Credit Party shall be the surviving entity and Holdings may not be a party to any such merger or consolidation), (iii) transfers, conveyances or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (iv) upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree in writing), (a) any Subsidiary of the Borrower may merge with, or dissolve or liquidate into, the Borrower or a Wholly-Owned Subsidiary of the Borrower which is a Domestic Subsidiary, provided that the Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving entity and all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative Agent, shall have been completed, (b) any Excluded Domestic Subsidiary may merge or dissolve or liquidate into another Excluded Domestic Subsidiary, any Unrestricted Subsidiary or any Foreign Subsidiary, (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign Subsidiary, and (d) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if a Foreign Subsidiary which is not an Excluded Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary which is not an Excluded Foreign Subsidiary shall be the continuing or surviving entity (or a replacement Foreign Subsidiary that is not an Excluded Foreign Subsidiary shall be the continuing or surviving entity and shall have complied with Section 4.13).

Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, mergeliquidate or dissolve its affairs, merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (i) the Merger in accordance with the respective terms hereof, (ii) mergers and consolidations in connection with or to facilitate Permitted Acquisitions and Investments permitted by this Agreement (provided that if a Credit Party is a party to any such merger or consolidation, such Credit Party shall be the surviving entity and Holdings may not be a party to any such merger or consolidation), (iii) transfers, conveyances or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (iv) upon not less than five three (53) Business Days prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree in writingmay be acceptable to Agent), (a) any Subsidiary of the Borrower may merge with, or dissolve or liquidate into, or may merge or consolidate with, the Borrower or a Wholly-Owned Subsidiary of the Borrower which is a Domestic SubsidiaryGuarantor, provided that the Borrower (in the case of a dissolution, liquidation, merger or such Wholly-Owned consolidation involving it) or a Subsidiary which is a Domestic Subsidiary Guarantor (in all other cases) shall be the continuing or surviving entity and all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative Agent, shall have been completed, (b) any Excluded Domestic Subsidiary may merge or dissolve or liquidate into another Excluded Domestic Subsidiary, any Unrestricted Subsidiary or any Foreign Subsidiary, (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign Subsidiary, and (d) any Foreign Subsidiary may merge with or dissolve or liquidate into into, or may merge or consolidate with, another Foreign Subsidiary of the Borrower, provided if a Foreign Subsidiary which is not an Excluded First Tier Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary which is not an Excluded such First Tier Foreign Subsidiary shall be the continuing or surviving entity entity, and (or a replacement Foreign Subsidiary that is not an Excluded Foreign Subsidiary c) transfers of Property pursuant to subsections 5.2(e) and (f) shall be permitted. For purposes of this Section 5.3, a Person (the continuing “Liquidating Person”) shall be deemed to “dissolve or surviving entity liquidate into” another Person if such Liquidating Person dissolves or liquidates in accordance with applicable law and shall have complied with Section 4.13)the assets of such Liquidating Person are transferred to such other Person.

Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (i) the Merger in accordance with the respective terms hereof, (ii) mergers and consolidations in connection with or to facilitate Permitted Business Acquisitions and Investments permitted by this Agreement except upon (provided that if a Credit Party is a party to any in the case of such merger or consolidationmergers, such Credit Party shall be the surviving entity and Holdings may not be a party to any such merger or consolidation)consolidations, (iii) conveyances, transfers, conveyances leases or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (ivinvolving an amount in excess of $25,000,000) upon not less than five three (53) Business Days prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree in writing)Agent, (a) any Borrower may merge with, or dissolve or liquidate into any other Borrower, (b) any Credit Party (other than a Borrower) or Restricted Subsidiary of the any Borrower may merge with, or dissolve or liquidate into, the any Borrower or a Wholly-Owned Subsidiary of the any Borrower which is a Domestic SubsidiarySubsidiary (provided that, if any party to any such transaction is a Credit Party, the surviving entity of such transaction shall be a Credit Party), provided that the such Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary but not an Unrestricted Subsidiary shall be the continuing or surviving entity and all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative Agent, shall have been completed, (b) any Excluded Domestic Subsidiary may merge or dissolve or liquidate into another Excluded Domestic Subsidiary, any Unrestricted Subsidiary or any Foreign Subsidiary, and (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign Subsidiary, and (d) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if a Foreign Subsidiary which is not an Excluded First Tier Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary which is not an Excluded either such First Tier Foreign Subsidiary shall be the continuing or surviving entity (or a replacement Foreign Subsidiary that is not an Excluded the resulting First Tier Foreign Subsidiary shall be comply with the continuing or surviving entity and shall have complied with applicable requirements of Section 4.134.13(a).

Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, mergeliquidate or dissolve its affairs, merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (i) the Merger in accordance with the respective terms hereof, (ii) mergers and consolidations in connection with or to facilitate Permitted Acquisitions and Investments permitted by this Agreement (provided that if a Credit Party is a party to any such merger or consolidation, such Credit Party shall be the surviving entity and Holdings may not be a party to any such merger or consolidation), (iii) transfers, conveyances or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (iv) except upon not less than five three (53) Business Days prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree in writingmay be acceptable to Agent), (a) any Subsidiary of the Borrower may merge with, or dissolve or liquidate into, or may merge or consolidate with, the Borrower or a Wholly-Owned Subsidiary of the Borrower which is a Domestic SubsidiaryGuarantor, provided that the Borrower (in the case of a dissolution, liquidation, merger or such Wholly-Owned consolidation involving it) or a Subsidiary which is a Domestic Subsidiary Guarantor (in all other cases) shall be the continuing or surviving entity and all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative Agent, shall have been completed, (b) any Excluded Domestic Subsidiary may merge or dissolve or liquidate into another Excluded Domestic Subsidiary, any Unrestricted Subsidiary or any Foreign Subsidiary, (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign Subsidiary, and (d) any Foreign Subsidiary may merge with or dissolve or liquidate into into, or may merge or consolidate with, another Foreign Subsidiary of the Borrower, provided if a Foreign Subsidiary which is not an Excluded First Tier Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary which is not an Excluded such First Tier Foreign Subsidiary shall be the continuing or surviving entity entity, and (or a replacement Foreign Subsidiary that is not an Excluded Foreign Subsidiary c) transfers of Property pursuant to subsections 5.2(e) and (f) shall be permitted. For purposes of this Section 5.3, a Person (the continuing “Liquidating Person”) shall be deemed to “dissolve or surviving entity liquidate into” another Person if such Liquidating Person dissolves or liquidates in accordance with applicable law and shall have complied with Section 4.13)the assets of such Liquidating Person are transferred to such other Person.

Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (i) the Merger in accordance with the respective terms hereof, (ii) mergers and consolidations in connection with or to facilitate Permitted Acquisitions and Investments except pursuant to transactions expressly permitted by this Agreement (provided that if a Credit Party is a party to any such merger Sections 5.2 or consolidation5.4, such Credit Party shall be the surviving entity and Holdings may not be a party to any such merger or consolidation)except that, (iii) transfers, conveyances or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (iv) upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter lesser period of notice as the Administrative Agent shall Agent, in its sole discretion, may from time to time agree in writing), (a) any Subsidiary of the Borrower may merge with, or dissolve or liquidate into, the Borrower or a Wholly-Owned Subsidiary of the Borrower which is a Domestic Subsidiary, provided that the Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving entity and all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative Agent, shall have been completed, (b) any Excluded Domestic Subsidiary may merge or dissolve or liquidate into another Excluded Domestic Subsidiary, any Unrestricted Subsidiary or any Foreign Subsidiary, (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign Subsidiary, and (d) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if a Foreign Subsidiary which is not an Excluded First Tier Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary which is not an Excluded such First Tier Foreign Subsidiary shall be the continuing or surviving entity or all actions reasonably required by Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity in favor of Agent, shall have been completed and (or a replacement Foreign Subsidiary that is not an Excluded Foreign Subsidiary c) any Permitted Concept may be merged with and into any Credit Party so long as the Credit Party shall be the continuing or surviving entity and all actions reasonably required by Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have complied with Section 4.13)been completed.

Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, mergemerge with, consolidate with or into, dissolve or liquidate into or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (i1) the Merger for Permitted Acquisitions, (2) for transactions taken in accordance with the respective terms Section 10.1 hereof, with the written consent of the Required Parties or the Agent (iiacting at the direction of the Required Parties) mergers and consolidations in connection with or to facilitate Permitted Acquisitions and Investments permitted by this Agreement (provided that if a Credit Party is a party to any such merger or consolidation, such Credit Party shall be under the surviving entity and Holdings may not be a party to any such merger or consolidation), (iii) transfers, conveyances or other dispositions effected solely to implement a disposition permitted by Section 5.2 Loan Documents and (iv3) that upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree in writing), agreed to by Agent): (a) any Subsidiary of the a Borrower may merge with, consolidate with or into, dissolve or liquidate into, the into a Borrower or a Wholly-Owned Subsidiary of the a Borrower which is a Domestic Subsidiary, provided that the (i) such Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary Subsidiary, as applicable, shall be the continuing or surviving entity and (ii) all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity (other than the Stock of Phreesia if it is the surviving entity) pursuant to Section 5.13 and other Collateral in favor of the Administrative Agent, shall have been completed; provided, if a Credit Party is a constituent entity in such merger, dissolution or liquidation, a Credit Party must be the continuing or surviving entity, (b) any Excluded Domestic Subsidiary may merge or dissolve or liquidate into another Excluded Domestic Subsidiary, any Unrestricted Subsidiary or any Foreign Subsidiary, (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign Subsidiary, and (d) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (c) any other Subsidiary provided of a Borrower (other than another Borrower) may liquidate or dissolve if a Foreign Subsidiary which (i) the Borrower Representative determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers and it is not an Excluded Foreign materially disadvantageous to the Lenders and (ii) to the extent such Subsidiary is a constituent entity Guarantor, any assets or business not otherwise disposed of in accordance with Section 6.2 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution, (d) any Borrower may merge with, consolidate with or into, dissolve or liquidate into another Borrower, provided that, if Phreesia is a party to such merger, dissolution or liquidation, a Foreign Subsidiary which is not an Excluded Foreign Subsidiary Phreesia shall be the continuing or surviving entity (or a replacement Foreign Subsidiary that is not an Excluded Foreign Subsidiary shall be the continuing or surviving entity and shall have complied with Section 4.13).entity, and

Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, to merge, consolidate or amalgamate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (ia) the Merger in accordance with the respective terms hereofTalbots Finance may merge with, (ii) mergers and consolidations in connection with or to facilitate Permitted Acquisitions and Investments permitted by this Agreement (provided that if a Credit Party is a party to dissolve or liquidate into, any such merger or consolidationother Borrower, such Credit Party shall be the surviving entity and Holdings may not be a party to any such merger or consolidation), (iii) transfers, conveyances or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (ivb) upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree in writing)Agent, (ai) any Subsidiary of the a Borrower may merge or amalgamate with, or dissolve or liquidate into, the a Borrower or a Wholly-Owned Subsidiary of the a Borrower which is a Domestic Subsidiary, provided that the (x) such Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary or the successor by amalgamation thereto shall be the continuing or surviving entity and entity, (y) all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative Agent, Agent shall have been completed, and (bz) such transaction shall not cause any Excluded Domestic Subsidiary may merge or dissolve or liquidate into another Excluded Domestic Subsidiary, any Unrestricted Subsidiary or any Foreign Subsidiary, (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary breach of the Borrower or another Unrestricted Subsidiaryprovisions of Section 5.24 (and to the extent reasonably requested by the Agent, any Excluded Domestic Subsidiary or any Foreign Subsidiary, and the Credit Parties shall provide favorable opinions of its legal counsel as to such matters affecting the Private Label Credit Card Agreements as the Agent may reasonably request) (dii) any Foreign Subsidiary may merge or amalgamate with or dissolve or liquidate into another Foreign Subsidiary provided if a Foreign Subsidiary which is not an Excluded First Tier Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a such First Tier Foreign Subsidiary which is not an Excluded Foreign Subsidiary or the successor by amalgamation thereto shall be the continuing or surviving entity entity, (or a replacement Foreign iii) transaction permitted under Section 5.2(e) may be consummated and (iv) each Excluded Subsidiary that is not an Excluded Foreign Subsidiary shall (other than TCNB) may be the continuing or surviving entity and shall have complied with Section 4.13)dissolved.

Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, mergemerge with, consolidate with or into, dissolve or liquidate into or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (i) the Merger in accordance with the respective terms hereof, (ii) mergers and consolidations in connection with or to facilitate Permitted Acquisitions and Investments permitted by this Agreement (provided that if a Credit Party is a party to any such merger or consolidation, such Credit Party shall be the surviving entity and Holdings may not be a party to any such merger or consolidation), (iii) transfers, conveyances or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (iv) upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree in writing), (a) any Restricted Subsidiary of the Borrower may merge with, consolidate with or into, dissolve or liquidate into, into the Borrower or a Wholly-Owned Subsidiary of the Borrower which is both a Restricted Subsidiary and a Domestic Subsidiary, provided that the Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving entity and all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative Agent, shall have been completed; provided, if a Credit Party is a constituent entity in such merger, dissolution or liquidation, a Credit Party must be the continuing or surviving entity, (b) any Excluded Domestic Subsidiary may merge or dissolve or liquidate into another Excluded Domestic Subsidiary, any Unrestricted Subsidiary or any Foreign Subsidiary, (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign Subsidiary, and (d) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if a Foreign Subsidiary which is not an Excluded Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary which is not an Excluded Foreign Subsidiary shall be the continuing or surviving entity entity, (c) any other Restricted Subsidiary of the Borrower may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and it is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Guarantor, any assets or business not otherwise Disposed of in accordance with Section 6.2 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution and (d) any Person that is the target of a Permitted Acquisition may merge into a Credit Party or a replacement Foreign Restricted Subsidiary of a Credit Party formed solely for the purpose of consummating such Permitted Acquisition; provided that is not an Excluded Foreign the Credit Party or Restricted Subsidiary thereof (which shall become a Credit Party concurrently with the consummation of such Permitted Acquisition) shall be the continuing or surviving entity and all actions reasonably required by Agent, including actions required to grant perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have complied with Section 4.13)been completed.

Consolidations and Mergers. No Borrower will not, nor will Borrower permit any other Credit Party shallto, and no Credit Party shall suffer consolidate or merge with or into any other Person, or permit any of its Subsidiaries to, merge, other Person to merge into or consolidate with or intoit, or conveysell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets Property to any other Person (whether now owned or hereafter acquired) to or in favor of any Person, except (i) the Merger in accordance with the respective terms hereof, (ii) mergers and consolidations in connection with or to facilitate Permitted Acquisitions and Investments permitted by this Agreement (provided that if a Credit Party is a party to any such merger or transaction, a “consolidation, such Credit Party shall be the surviving entity and Holdings may not be a party to any such merger or consolidation” for purposes of this Section 9.4), (iii) transfersor liquidate or dissolve; provided, conveyances or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (iv) upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree in writing)that, (a) any Restricted Subsidiary of may participate in a consolidation with any other Restricted Subsidiary or Borrower (so long as Borrower is the surviving Person), (b) Borrower may merge with, cause the liquidation or dissolve dissolution of any Restricted Subsidiary so long as the assets of such liquidated or liquidate into, the dissolved Restricted Subsidiary are sold or otherwise transferred to Borrower or any other Restricted Subsidiary, and (c) so long as no Default or Event of Default exists or will result, any Restricted Subsidiary may participate in a consolidation with any other Person (other than Borrower) so long as such Restricted Subsidiary is the surviving Person and a Wholly-Owned Subsidiary of Borrower (directly or indirectly); provided further, that in the event any Restricted Subsidiary that owns Borrowing Base Properties either (i) participates in a consolidation permitted under clause (a) above and such Restricted Subsidiary is not the surviving Person or (ii) is liquidated or dissolved, then in any case prior to or concurrently with such a consolidation and/or liquidation or dissolution, Borrower which is shall, and shall cause the surviving Restricted Subsidiary in such a Domestic consolidation and/or the Restricted Subsidiary that purchases or otherwise acquires such Borrowing Base Properties of such liquidated or dissolved Restricted Subsidiary, provided as the case may be, to comply with this Agreement and the other Loan Papers, including, without limitation, Section 5.1 and Section 5.2, so that the Borrower or Obligations will be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving entity and all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative Agent, shall have been completed, (b) any Excluded Domestic Subsidiary may merge or dissolve or liquidate into another Excluded Domestic Subsidiary, any Unrestricted Subsidiary or any Foreign Subsidiary, (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign Subsidiary, and (d) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if a Foreign Subsidiary which is not an Excluded Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary which is not an Excluded Foreign Subsidiary shall be the continuing or surviving entity (or a replacement Foreign Subsidiary that is not an Excluded Foreign Subsidiary shall be the continuing or surviving entity and shall have complied with Section 4.13)Borrowing Base Properties.

Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, mergemerge with, consolidate with or into, dissolve or liquidate into or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (i) the Merger in accordance with the respective terms hereof, (ii) mergers and consolidations in connection with or to facilitate Permitted Acquisitions and Investments permitted by this Agreement (provided that if a Credit Party is a party to any such merger or consolidation, such Credit Party shall be the surviving entity and Holdings may not be a party to any such merger or consolidation), (iii) transfers, conveyances or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (iv) upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree in writing)Agent, (a) any Subsidiary of the a Borrower may merge with, consolidate with or into, dissolve or liquidate into, the into a Borrower or a Wholly-Owned Subsidiary of the a Borrower which is a Domestic Subsidiary, provided that the a Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving entity and all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative Agent, shall have been completed; provided, if a Credit Party is a constituent entity in such merger, dissolution or liquidation, a Credit Party must be the continuing or surviving entity, (b) any Excluded Domestic Subsidiary may merge or dissolve or liquidate into another Excluded Domestic Subsidiary, any Unrestricted Subsidiary or any Foreign Subsidiary, (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign Subsidiary, and (d) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if a Foreign Subsidiary which is not an Excluded Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary which is not an Excluded Foreign Subsidiary shall be the continuing or surviving entity entity, (c) any other Subsidiary of a Borrower (other than another Borrower) may liquidate or a replacement Foreign Subsidiary dissolve if (i) the Borrower Representative determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers and it is not an Excluded Foreign materially disadvantageous to the Lenders and (ii) to the extent such Subsidiary is a Guarantor, any assets or business not otherwise Disposed of in accordance with Section 6.2 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution and (d) the continuing or surviving entity and shall have complied with Section 4.13)transactions contemplated hereby may be consummated.

Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (i) the Merger in accordance with the respective terms hereof, (ii) mergers and consolidations in connection with or to facilitate Permitted Acquisitions and Investments except pursuant to transactions expressly permitted by this Agreement (provided that if a Credit Party is a party to any such merger Sections 5.2 or consolidation5.4, such Credit Party shall be the surviving entity and Holdings may not be a party to any such merger or consolidation)except that, (iii) transfers, conveyances or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (iv) upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter lesser period of notice as the Administrative Agent shall Agent, in its sole discretion, may from time to time agree in writing), (a) any Subsidiary of the Borrower may merge with, or dissolve or liquidate into, the Borrower or a Wholly-Owned Subsidiary of the Borrower which is a Domestic SubsidiarySubsidiary and a Credit Party, provided that the Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary and a Credit Party shall be the continuing or surviving entity and all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative Agent, shall have been completed, (b) any Excluded Domestic Subsidiary may merge or dissolve or liquidate into another Excluded Domestic Subsidiary, any Unrestricted Subsidiary or any Foreign Subsidiary, (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign Subsidiary, and (d) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if a Foreign Subsidiary which is not an Excluded First Tier Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary which is not an Excluded such First Tier Foreign Subsidiary shall be the continuing or surviving entity or all actions reasonably required by Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity in favor of Agent, shall have been completed and (or a replacement Foreign Subsidiary c) any Person that is not an Excluded Foreign Subsidiary a Papa Xxxxxx’x Permitted Concept may be merged with and into any Credit Party so long as the Credit Party shall be the continuing or surviving entity and all actions reasonably required by Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have complied with Section 4.13)been completed.

Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, to (a) merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (i) the Merger in accordance with the respective terms hereof, (ii) mergers a transaction permitted under Sections 5.2 or 5.4 and consolidations in connection with or to facilitate Permitted Acquisitions and Investments permitted by this Agreement (provided except that if a Credit Party is a party to any such merger or consolidation, such Credit Party shall be the surviving entity and Holdings may not be a party to any such merger or consolidation), (iii) transfers, conveyances or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (iv) upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree in writing)Agent, (a) any Subsidiary of the Borrower Holdings may merge withmerge, consolidate with or into, dissolve or liquidate into, the Borrower or convey, transfer, lease or otherwise dispose of all or substantially all of its assets to, Holdings or a Wholly-Owned Subsidiary of the Borrower Holdings which is a Domestic Subsidiary, provided that the Borrower Holdings or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving entity, transferee or lessee and a Credit Party, (b) any Foreign Subsidiary of Holdings may merge, consolidate with or into, dissolve or liquidate into, or convey, transfer, lease or otherwise dispose of all or substantially all of its assets to, another Foreign Subsidiary of Holdings, provided, if a First Tier Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, such First Tier Foreign Subsidiary shall be the continuing or surviving entity, transferee or lessee and if either constituent entity in such merger, dissolution or liquidation is a Credit Party, then the surviving entity must be a Credit Party, and, in each case, all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative Agent, Agent shall have been completedcompleted and (c) Constar Foreign Holdings, (b) any Excluded Domestic Subsidiary Inc. may merge or dissolve or liquidate into another Excluded Domestic SubsidiaryConstar Italy. To the extent the Required Lenders waive the provisions of this Section 5.3 with respect to the sale of any Collateral, any Unrestricted Subsidiary or any Foreign SubsidiaryCollateral is sold as permitted by this Section 5.3, subject to the approval of all Lenders to the extent Section 9.1(a)(vi) applies, such Collateral (cunless sold to a Credit Party) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary shall be sold free and clear of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign SubsidiaryLiens created by the Collateral Documents, and (d) the Agent shall take all actions reasonably requested by any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if a Foreign Subsidiary which is not an Excluded Foreign Subsidiary is a constituent entity Credit Party in such merger, dissolution or liquidation, a Foreign Subsidiary which is not an Excluded Foreign Subsidiary shall be order to effect the continuing or surviving entity (or a replacement Foreign Subsidiary that is not an Excluded Foreign Subsidiary shall be the continuing or surviving entity and shall have complied with Section 4.13)foregoing.

Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (i) the Merger in accordance with the respective terms hereof, (ii) mergers and consolidations in connection with or to facilitate Permitted Business Acquisitions and Investments permitted by this Agreement except upon (provided that if a Credit Party is a party to any in the case of such merger or consolidationmergers, such Credit Party shall be the surviving entity and Holdings may not be a party to any such merger or consolidation)consolidations, (iii) conveyances, transfers, conveyances leases or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (ivinvolving an amount in excess of $25,000,000) upon not less than five three (53) Business Days prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree in writing)Agent, (a) any Borrower may merge with, or dissolve or liquidate into any other Borrower, (b) any Credit Party (other than a Borrower) or Restricted Subsidiary of the any Borrower may merge with, or dissolve or liquidate into, the any Borrower or a Wholly-Owned Subsidiary of the any Borrower which is a Domestic SubsidiarySubsidiary (provided that, if any party to any such transaction is a Credit Party, the surviving entity of such transaction shall be a Credit Party), provided that the such Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary but not an Unrestricted Subsidiary shall be the continuing or surviving entity and all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative Agent, shall have been completed, (b) any Excluded Domestic Subsidiary may merge or dissolve or liquidate into another Excluded Domestic Subsidiary, any Unrestricted Subsidiary or any Foreign Subsidiary, and (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign Subsidiary, and (d) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if a Foreign Subsidiary which is not an Excluded First Tier Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary which is not an Excluded either such First Tier Foreign Subsidiary shall be the continuing or surviving entity (or a replacement Foreign Subsidiary that is not an Excluded the resulting First Tier Foreign Subsidiary shall be comply with the continuing or surviving entity and shall have complied with applicable requirements of Section 4.13).

Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, to merge, consolidate or amalgamate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (i) the Merger in accordance with the respective terms hereof, (ii) mergers and consolidations in connection with or to facilitate Permitted Acquisitions and Investments permitted by this Agreement (provided that if a Credit Party is a party to any such merger or consolidation, such Credit Party shall be the surviving entity and Holdings may not be a party to any such merger or consolidation), (iii) transfers, conveyances or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (iva) upon not less than five (5) Business Days Days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree in writing)Agent, (ai) any Subsidiary of the a Borrower may merge or amalgamate with, or dissolve or liquidate into, a Borrower or a Wholly-Owned Subsidiary of a Borrower which is a Domestic Subsidiary and (ii) Talbots Finance may merge with, or dissolve or liquidate into, the Borrower or a Wholly-Owned Subsidiary of the Borrower which is a Domestic Subsidiaryany other Borrower, provided that the (x) such Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary (as applicable) or the successor by amalgamation thereto shall be the continuing or surviving entity and entity, (y) all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative Agent, Agent shall have been completed, and (z) such transaction shall not cause any breach of the provisions of Section 5.24 (and to the extent reasonably requested by the Agent, the Credit Parties shall provide favorable opinions of its legal counsel as to such matters affecting the Private Label Credit Card Agreements as the Agent may reasonably request), (b) any Excluded Domestic Subsidiary may merge or dissolve or liquidate into another Excluded Domestic Subsidiary, any Unrestricted Subsidiary or any Foreign Subsidiary, (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign Subsidiary, and (d) any Foreign Subsidiary may merge or amalgamate with or dissolve or liquidate into another Foreign Subsidiary provided if a Foreign Subsidiary which is not an Excluded First Tier Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a such First Tier Foreign Subsidiary which is not an Excluded Foreign Subsidiary or the successor by amalgamation thereto shall be the continuing or surviving entity entity, (or a replacement Foreign c) transaction permitted under Section 5.2(e) may be consummated and (d) each Excluded Subsidiary that is not an Excluded Foreign Subsidiary shall (other than TCNB) may be the continuing or surviving entity and shall have complied with Section 4.13)dissolved.

Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (i) the Merger in accordance with the respective terms hereof, (ii) mergers and consolidations in connection with a Permitted Acquisition (in which, in the case of a merger involving Borrower, the Borrower is the surviving entity, or to facilitate Permitted Acquisitions and Investments permitted by this Agreement in the case of a merger involving a Wholly-Owned Domestic Subsidiary of Borrower, the Target (provided that if a Credit Party Target is a party to any Wholly-Owned Domestic Subsidiary) or such merger or consolidation, such Credit Party shall be Wholly-Owned Domestic Subsidiary of Borrower is the surviving entity and Holdings may not be a party entity), pursuant to any such merger or consolidationSections 5.2(b), (iiik) transfersor (m), conveyances or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (iv) upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree in writing)Agent, (a) any Subsidiary of the Borrower may merge with, or dissolve or liquidate into, the Borrower or a Wholly-Owned Subsidiary of the Borrower which is a Domestic Subsidiary, provided that the Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving entity and all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative Agent, shall have been completed, (b) any Excluded Domestic Subsidiary may merge or dissolve or liquidate into another Excluded Domestic Subsidiary, any Unrestricted Subsidiary or any Foreign Subsidiary, (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign Subsidiaryentity, and (db) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if a Foreign Subsidiary which is not an Excluded First Tier Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary which is not an Excluded such First Tier Foreign Subsidiary shall be the continuing or surviving entity (or a replacement Foreign Subsidiary that is not an Excluded Foreign First Tier Subsidiary shall survive). For purposes of this Section 5.3, a Person (the “Liquidating Person”) shall be deemed to “dissolve or liquidate into” another Person if such Liquidating Person dissolves or liquidates in accordance with applicable law and the continuing or surviving entity and shall have complied with Section 4.13)assets of such Liquidating Person are transferred to such other Person.

Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, amalgamate, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (i) the Merger in accordance with the respective terms hereof, (ii) mergers and consolidations in connection with or to facilitate Permitted Acquisitions and Investments permitted by this Agreement (provided that if a Credit Party is a party to any such merger or consolidation, such Credit Party shall be the surviving entity and Holdings may not be a party to any such merger or consolidation), (iii) transfers, conveyances or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (iv) except upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree in writing)Agents, (a) any Subsidiary of the US Borrower may amalgamate or merge with, or dissolve or liquidate into, the US Borrower or a Wholly-Owned Subsidiary of the Borrower which is a Domestic SubsidiaryUS Borrower, provided that the such Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving entity; provided further that if a Credit Party is party to any such merger, dissolution or liquidation, a Credit Party shall be the surviving or continuing entity and all actions reasonably required by the Administrative US Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative US Agent, shall have been completed, (b) any Excluded Domestic Subsidiary of the Canadian Borrower may amalgamate or merge with, or dissolve or liquidate into another Excluded Domestic Subsidiaryinto, the Canadian Borrower or a Wholly-Owned Subsidiary of the Canadian Borrower, provided that such Borrower or such Wholly-Owned Subsidiary shall be the continuing or surviving entity; provided further that if a Credit Party is party to any Unrestricted Subsidiary such amalgamation or any Foreign Subsidiarymerger, dissolution or liquidation, a Credit Party shall be the surviving or continuing entity and all actions reasonably required by Canadian Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Canadian Agent, shall have been completed, and (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign Subsidiary, and (d) any Foreign Subsidiary (other than Canadian Borrower) may amalgamate or merge with or dissolve or liquidate into another Foreign Subsidiary provided if a First Tier Foreign Subsidiary which is not an Excluded Foreign or Canadian Subsidiary is a constituent entity in such amalgamation, merger, dissolution or liquidation, a such First Tier Foreign Subsidiary which is not an Excluded Foreign or Canadian Subsidiary shall be the continuing or surviving entity (or a replacement Foreign Subsidiary that is not an Excluded Foreign Subsidiary shall be the continuing or surviving entity and shall have complied with Section 4.13)entity.

Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, mergemerge with, consolidate with or into, dissolve or liquidate into or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (i) the Merger in accordance with the respective terms hereof, (ii) mergers and consolidations in connection with or to facilitate Permitted Acquisitions and Investments permitted by this Agreement (provided that if a Credit Party is a party to any such merger or consolidation, such Credit Party shall be the surviving entity and Holdings may not be a party to any such merger or consolidation), (iii) transfers, conveyances or other dispositions effected solely to implement a disposition permitted by Section 5.2 and (iv) except upon not less than five (5) Business Days prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent shall may agree in writingwriting in its sole discretion), (a) any Subsidiary of the Borrower may merge with, consolidate with or into, dissolve or liquidate into, the Borrower or into a Wholly-Owned Subsidiary of the Borrower which is a Domestic Subsidiary, provided that the Borrower or such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving entity and all actions reasonably required by the Administrative Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Administrative Agent, shall have been completed; provided, if a Credit Party is a constituent entity in such merger, dissolution or liquidation, a Credit Party must be the continuing or surviving entity, (b) any Excluded Domestic Subsidiary may merge or dissolve or liquidate into another Excluded Domestic Subsidiary, any Unrestricted Subsidiary or any Foreign Subsidiary, (c) any Unrestricted Subsidiary may merge or dissolve or liquidate into the Borrower, a Subsidiary of the Borrower or another Unrestricted Subsidiary, any Excluded Domestic Subsidiary or any Foreign Subsidiary, and (d) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if a Foreign Subsidiary which is not an Excluded Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary which is not an Excluded Foreign Subsidiary shall be the continuing or surviving entity and (c) any other Subsidiary of the Borrower (other than another Borrower) may liquidate, dissolve or wind down, or transfer all or substantially all of its assets to a replacement Foreign Subsidiary Credit Party if (i) the Borrower determines in good faith that such liquidation or dissolution or winding down or transfer of assets is in the best interests of the Borrower and it is not an Excluded Foreign materially disadvantageous to the Lenders and (ii) to the extent such Subsidiary is a Guarantor, any assets or business not otherwise Disposed of in accordance with Section 6.2 or, in the case of any such business, discontinued, shall be the continuing transferred to, or surviving entity and shall have complied with Section 4.13)otherwise owned or conducted by, a Credit Party after giving effect to such liquidation or dissolution or winding down.