Common use of Fundamental Changes; Business Activities Clause in Contracts

Fundamental Changes; Business Activities. (i) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (A) any Restricted Subsidiary (other than the Borrower) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (B) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (C) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 7.03(d).

Fundamental Changes; Business Activities. (ia) The Borrower will not, and nor will not it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolvedissolve (or enter into any transaction pursuant to Section 18-217 of the Delaware Limited Liability Company Act), except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Event of Default shall have occurred and be continuing continuing, (ori) any Subsidiary may merge into or consolidate with another Subsidiary, provided, that (A) in the case of any such merger or consolidation involving the Borrower, the Borrower shall be the surviving or continuing Person and (B) in the case of any such merger or consolidation involving a Limited Condition AcquisitionSubsidiary Guarantor, no Default the surviving or Unmatured Default exists as of continuing Person shall be a Subsidiary Guarantor or the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into)Borrower, (Aii) any Restricted Subsidiary (other than the Borrower) Person acquired in a transaction not otherwise prohibited by this Agreement may merge into or consolidate with (x) any Subsidiary in a transaction in which the surviving or continuing Person is a Subsidiary and (y) the Borrower in a transaction in which the Borrower surviving or continuing Person is the surviving corporationBorrower, (Biii) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (C) any Restricted Subsidiary may merge into or consolidate with any Person in a transaction not prohibited by Section 6.03(b) had such merger or consolidation been structured as an asset sale in which the surviving or continuing Person is not a Subsidiary, (iv) any Subsidiary may merge into or consolidate with the Borrower in a transaction in which the surviving or continuing Person is the Borrower and (v) any Subsidiary (other than the Borrower) in a transaction permitted under Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 7.03(d)Lenders.

Fundamental Changes; Business Activities. (ia) The Borrower Parent will not, and will not permit any Restricted Material Subsidiary (other than any Excluded Subsidiary) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into)continuing, (Ai) Parent or any Restricted Subsidiary (other than the Borrower) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (B) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (C) any Restricted Material Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (iA) in the Borrower case of any merger or consolidation involving Parent or any Borrowing Subsidiary, (1) either (x) Parent or such Borrowing Subsidiary shall be the continuing or surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (ay) the Surviving continuing or surviving Person shall be a corporation or limited liability company organized and existing under the laws of the United States of America, America or any State thereof and shall assume all of Parent’s or such Borrowing Subsidiary’s obligations under the District of ColumbiaLoan Documents in a manner reasonably acceptable to the Administrative Agent, and (b2) Parent or such Borrowing Subsidiary shall give the Lenders shall have received all documentation and other information reasonable prior notice thereof in order to allow the Lenders to comply with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Actother applicable regulations; and (cB)(1) in the Borrower case of any merger or consolidation involving a Material Subsidiary, the continuing or surviving Person shall have delivered to be a Subsidiary and, if such Material Subsidiary is a Wholly Owned Subsidiary, shall be a Wholly Owned Subsidiary, and (2) in the Administrative Agent case of any merger or consolidation involving a customary opinion of counsel with respect to Material Subsidiary that is a Subsidiary Loan Party, the Surviving continuing or surviving Person and shall be a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfiedSubsidiary Loan Party; provided that the requirements set forth in this clause (B) shall not apply to any such merger or consolidation involving a Person Material Subsidiary (other than any Borrowing Subsidiary) consummated to effect any sale, transfer or other disposition of all of the Equity Interests in such Material Subsidiary owned by Parent and the Subsidiaries in accordance with Section 6.08; and (ii) any Material Subsidiary (other than a Borrowing Subsidiary) may liquidate or dissolve into another Subsidiary; provided that in the case of any such liquidation or dissolution of a Material Subsidiary that is not a wholly owned Restricted Wholly Owned Subsidiary, the other Subsidiary immediately prior to shall be a Wholly Owned Subsidiary and, if such merger liquidating or consolidation dissolving Material Subsidiary is a Subsidiary Loan Party, shall not be permitted unless it is also permitted by Section 7.03(d)a Subsidiary Loan Party.

Fundamental Changes; Business Activities. (ia) The Borrower Company will not, and will not permit any Restricted Material Subsidiary (other than any Excluded Subsidiary) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into)continuing, (Ai) the Company or any Restricted Subsidiary (other than the Borrower) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (B) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (C) any Restricted Material Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (iA) in the case of any merger or consolidation involving the Company or any Borrowing Subsidiary, (1) either (x) the Borrower Company or such Borrowing Subsidiary shall be the continuing or surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (ay) the Surviving continuing or surviving Person shall be a corporation or limited liability company organized and existing under the laws of the United States of America, America or any State thereof and shall assume all of the Company’s or such Borrowing Subsidiary’s obligations under the District of ColumbiaLoan Documents in a manner reasonably acceptable to the Administrative Agent, and (b2) the Company or such Borrowing Subsidiary shall give the Lenders shall have received all documentation and other information reasonable prior notice thereof in order to allow the Lenders to comply with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Actother applicable regulations; and (cB) (1) in the Borrower case of any merger or consolidation involving a Material Subsidiary, the continuing or surviving Person shall have delivered to be a Subsidiary and, if such Material Subsidiary is a Wholly Owned Subsidiary, shall be a Wholly Owned Subsidiary, and (2) in the Administrative Agent case of any merger or consolidation involving a customary opinion of counsel with respect to Material Subsidiary that is a Subsidiary Loan Party, the Surviving continuing or surviving Person and shall be a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfiedSubsidiary Loan Party; provided that the requirements set forth in this clause (B) shall not apply to any such merger or consolidation involving a Person Material Subsidiary (other than any Borrowing Subsidiary) consummated to effect any sale, transfer or other disposition of all of the Equity Interests in such Material Subsidiary owned by the Company and the Subsidiaries in accordance with Section 6.08; and (ii) any Material Subsidiary (other than a Borrowing Subsidiary) may liquidate or dissolve into another Subsidiary; provided that in the case of any such liquidation or dissolution of a Material Subsidiary that is not a wholly owned Restricted Wholly Owned Subsidiary, the other Subsidiary immediately prior to shall be a Wholly Owned Subsidiary and, if such merger liquidating or consolidation dissolving Material Subsidiary is a Subsidiary Loan Party, shall not be permitted unless it is also permitted by Section 7.03(d)a Subsidiary Loan Party.

Fundamental Changes; Business Activities. (ia) The None of the U.S. Borrower will not, and will not permit or any Restricted Subsidiary to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (Ai) any Restricted Subsidiary (other than the Borrower) Person may merge into the U.S. Borrower or the Belgian Borrower in a transaction in which the U.S. Borrower or the Belgian Borrower is the surviving corporation, respectively, (Bii) any Restricted Subsidiary or any other Person (other than the any Borrower) may merge be merged or consolidated with or into any one of more Restricted Subsidiaries; provided that, in the case of any merger or consolidate with any consolidation involving one or more Restricted Subsidiary in a transaction in which the surviving entity is Subsidiaries that are Loan Parties, (A) a Restricted Subsidiary andthat is a Loan Party shall be the continuing or surviving corporation, (B) if the Restricted Subsidiary formed by or surviving any party to such merger or consolidation is a Loan Party, Designated Subsidiary and not then a Loan Party, the U.S. Borrower shall as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may reasonably agree to), take all steps necessary to cause such Restricted Subsidiary to comply with the Collateral and Guarantee Requirement, to the extent applicable to such Designated Subsidiary and (C) if the Restricted Subsidiary formed by or surviving any such merger or consolidation is not a Designated Subsidiary or does not thereby become a Loan Party, such merger or consolidation shall be deemed to be an “Investment” and shall be permitted only if it is also permitted under Section 6.04, (iii) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e6.05 (other than clause (g) thereof) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (Div) the Spin-Off and related Transactions may be consummated and (v) any Restricted Subsidiary may liquidate or dissolve if the U.S. Borrower determines in good faith that such liquidation or dissolution is in the best interests of the U.S. Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfiedLenders; provided that any such merger or consolidation involving a Person that is not the U.S. Borrower or a wholly wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by Section 7.03(d)at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing.

Fundamental Changes; Business Activities. (ia) The None of Holdings, the Borrower or any other Subsidiary will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into)continuing, (Ai) any Restricted Subsidiary (other than the Borrower) Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporationentity, (Bii) any Person (other than the Borrower) may merge or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary (and, if 110 any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) any Subsidiary (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (C) any Restricted Subsidiary may merge into or consolidate with any Person (other than Holdings or the Borrower) in a transaction permitted under Section 7.03(e) 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (Div) any Restricted Subsidiary (other than the Borrower) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04, provided that the continuing or surviving Person shall be a Subsidiary Loan Party, (v) any Subsidiary (other than the Borrower or another Subsidiary Loan Party) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04, provided that the continuing or surviving Person shall be a Subsidiary, and (vi) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any PersonLenders; provided that (i) the Borrower assets and operations of any Material Subsidiary that is liquidated or dissolved shall be transferred to the surviving Person (Borrower, a Subsidiary Loan Party, or the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws direct holder of the United States Equity Interests of Americasuch Material Subsidiary in connection therewith or otherwise Disposed of in a manner permitted under Section 6.05; provided, any State thereof or the District of Columbiafurther, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation otherwise permitted pursuant to the foregoing provisions involving a Person that is not a wholly wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 7.03(d)6.04 or under Section 6.05.

Fundamental Changes; Business Activities. (ia) The None of the Borrower or any Subsidiary will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (Ai) any Restricted Subsidiary (other than the Borrower) Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (Bii) any Subsidiary or any other Person (other than the Borrower) may merge be merged or consolidated with or into any one of more Subsidiaries; provided that, in the case of any merger or consolidate with any Restricted consolidation involving one or more Subsidiaries that are Loan Parties, (A) a Subsidiary in a transaction in which the surviving entity that is a Restricted Loan Party shall be the continuing or surviving corporation, (B) if the Subsidiary and, if formed by or surviving any party to such merger or consolidation is a Loan Party, Designated Subsidiary and not then a Loan Party, the Borrower shall as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may reasonably agree to), take all steps necessary to cause such Subsidiary to comply with the Collateral and Guarantee Requirement, to the extent applicable to such Designated Subsidiary and (C) if the Subsidiary formed by or surviving any Restricted such merger or consolidation is not a Designated Subsidiary or does not thereby become a Loan Party, such merger or consolidation shall be deemed to be an “Investment” and shall be permitted only if it is also permitted under Section 6.04, (iii) any Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e6.05 (other than clause (g) thereof) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (Div) the Transactions may be consummated and (v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfiedLenders; provided that any such merger or consolidation involving a Person that is not the Borrower or a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless (x) it is also permitted by under Section 7.03(d)6.04 and (y) at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing.

Fundamental Changes; Business Activities. (ia) The None of Holdings, the Borrower or any other Subsidiary will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into)continuing, (Ai) any Restricted Subsidiary (other than the Borrower) Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporationentity, (Bii) any Person (other than the Borrower) may merge or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) any Subsidiary (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (C) any Restricted Subsidiary may merge into or consolidate with any Person (other than Holdings or the Borrower) in a transaction permitted under Section 7.03(e) 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (Div) any Restricted Subsidiary (other than the Borrower) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04, provided that the continuing or surviving Person shall be a Subsidiary Loan Party, (v) any Subsidiary (other than the Borrower or another Subsidiary Loan Party) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04, provided that the continuing or surviving Person shall be a Subsidiary, and (vi) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any PersonLenders; provided that (i) the Borrower assets and operations of any Material Subsidiary that is liquidated or dissolved shall be transferred to the surviving Person (Borrower, a Subsidiary Loan Party, or the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws direct holder of the United States Equity Interests of Americasuch Material Subsidiary in connection therewith or otherwise Disposed of in a manner permitted under Section 6.05; provided, any State thereof or the District of Columbiafurther, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation otherwise permitted pursuant to the foregoing provisions involving a Person that is not a wholly wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 7.03(d)6.04 or under Section 6.05.

Fundamental Changes; Business Activities. (ia) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Event of Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into)continuing, (Ai) any Restricted Subsidiary (other than the Borrower) Person may merge or consolidate with or into the Borrower in a transaction in which the Borrower is the surviving corporation, (Bii) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (Ciii) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e) 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (Div) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any PersonLenders; provided that (i) the Borrower assets and operations of any Material Subsidiary that is liquidated or dissolved shall be transferred to the surviving Person (Borrower, a Subsidiary Loan Party, or the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws direct holder of the United States Equity Interests of Americasuch Material Restricted Subsidiary in connection therewith (or, in the case of a Material Subsidiary that is an Excluded Subsidiary, to any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfiedRestricted Subsidiary); provided that any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 7.03(d)6.04.

Fundamental Changes; Business Activities. (ia) The Borrower None of the Company or any Subsidiary will notmerge into, and will not permit any Restricted Subsidiary to, merge into amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Event of Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into)continuing, (A) any Restricted Subsidiary (other than the Borrower) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (Bi) any Person (other than the BorrowerCompany) may merge into any Borrower in a transaction in which such Borrower is the surviving entity or the surviving entity expressly assumes the obligations of the relevant Borrower in a manner reasonably acceptable to the Administrative Agent (including any such merger, amalgamation or consolidation, the purpose of which is to re-domesticate or change the form of organization of any Borrower) including, if applicable, by delivering a Borrowing Subsidiary Agreement; provided, that any merger of a Loan Party into a Subsidiary that is not a Loan Party must comply with Section 6.04 (other than by reason of clause (g) thereof), (ii) the Company may merge into any newly formed corporation or other business entity for the purpose of re-domesticating or changing the form of organization of any Borrower; provided, that (A) the surviving or resulting entity shall be organized in a jurisdiction within the United States and shall expressly assume the obligations of the Company under the Loan Documents and (B) after giving effect to such transaction, no Event of Default shall have occurred and be continuing, (iii) any Person (other than the Company) may merge, amalgamate or consolidate with any Restricted Subsidiary (including any such merger, amalgamation or consolidation, the purpose of which is to re-domesticate or change the form of organization of any Subsidiary) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger merger, amalgamation or consolidation is a Loan Party, a Subsidiary Loan Party, (Cx) the Subsidiary Loan Party is the surviving entity, (y) the surviving entity expressly assumes the obligations of the relevant Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or (z) such merger, consolidation or amalgamation is permitted as an Investment under Section 6.04 (other than by reason of clause (g) thereof), in which case, if such Subsidiary Loan Party is a Borrowing Subsidiary, such Subsidiary shall prior to or simultaneously with such merger, amalgamation or consolidation enter into a Borrowing Subsidiary Termination, (iv) any Restricted Subsidiary may merge into into, amalgamate with or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e6.05 (other than by reason of clause (f) thereof) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary and, if such Subsidiary is a Borrowing Subsidiary, such Subsidiary shall prior to or simultaneously with such merger, amalgamation or consolidation enter into a Borrowing Subsidiary Termination, (Dv) any Restricted Person (other than the Company) may merge into any Subsidiary in a transaction which constitutes an Investment permitted by Section 6.04 (other than by reason of clause (g) thereof) and (vi) any Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 7.03(d)Lenders.

Fundamental Changes; Business Activities. (ia) The Borrower Neither the Company nor any Subsidiary will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Event of Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into)continuing, (Ai) any Restricted Subsidiary (other than the Borrower) Person may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, (Bii) any Person (other than the a Borrower) may merge into or consolidate with any Restricted Subsidiary (other than a Subsidiary Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Domestic Subsidiary Loan Party, is a Domestic Subsidiary Loan Party), (Ciii) any Restricted Person may merge into a Subsidiary Borrower in a transaction in which a Subsidiary Borrower is the surviving corporation (and, if any party to such merger is a Domestic Subsidiary Borrower, is a Domestic Subsidiary Borrower), (iv) any Subsidiary (other than a Subsidiary Borrower) may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e) 6.05 in which, after giving effect to such transaction, which the surviving entity is not a Restricted Subsidiary, Subsidiary and (Dv) any Restricted Subsidiary (other than any Designated Subsidiary) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders and (E) including, without limitation, in the Borrower may merge into or consolidate with context of any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfiedScheduled Reorganization); provided that any such merger or consolidation involving a Person that is not a wholly direct or indirect wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 7.03(d)6.04.

Fundamental Changes; Business Activities. (ia) The None of the Borrower or any other Subsidiary will notmerge into, and will not permit any Restricted Subsidiary to, merge into amalgamate or consolidate with any other Person, or permit any other Person to merge into, amalgamate or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Event of Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into)continuing, (Ai) any Restricted Subsidiary (other than the Borrower) Person may merge into or amalgamate with the Borrower in a transaction in which the Borrower is the surviving corporationentity, (Bii) any Person (other than the Borrower) may merge into merge, amalgamate or consolidate with any Restricted Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger merger, amalgamation or consolidation is a Subsidiary Loan Party, such surviving entity is a Subsidiary Loan Party), (Ciii) any Restricted Subsidiary (other than the Borrower) may merge into into, amalgamate or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e) 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (Div) any Restricted Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and Lenders, (Ev) any Subsidiary may merge with any other Person in order to effect a Permitted Joint Venture, a Permitted Acquisition or any other Investment permitted under Section 6.04, provided that if the Borrower may merge into or consolidate with is a party to any Person; provided that transaction effected pursuant to this clause (iv), (A) the Borrower shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of the Borrower under the Loan Documents in a manner reasonably acceptable to the Administrative Agent and (B) no Event of Default shall have occurred and be continuing or would result therefrom, (vi) so long as no Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the “Surviving Person”) or (ii) purpose of which is to effect a disposition permitted pursuant to Section 6.05, may be effected; provided that if the Borrower is not a party to any transaction effected pursuant to this clause (vi), the Surviving Person, (a) the Surviving Person Borrower shall be a corporation organized and existing under the laws of the United States of America, any State thereof continuing or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (cvii) the Borrower shall have delivered to and any Subsidiary may engage in the Administrative Agent a customary opinion of counsel with respect to the Surviving Person MLP Formation Transactions and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfiedany Qualified MLP IPO; provided that any such merger or amalgamation or consolidation involving a Person that is not a wholly wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by Section 7.03(d)under Sections 6.04 and 6.05.

Fundamental Changes; Business Activities. (i) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (A) any Restricted Subsidiary (other than the Borrower) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (B) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (C) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section ‎Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and Lenders, (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E‎Section 7.03(c)(i)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section ‎Section 7.03(d), and (F) on the Closing Date, the Initial Borrower may merge with and into the Borrower with the Borrower being the Surviving Person.

Fundamental Changes; Business Activities. (ia) The None of the Parent, the Borrower or any other Subsidiary will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate liquidate, wind up or dissolvedissolve (or suffer any liquidation or dissolution), except that, if at (i) any Person that is, or will in connection with such merger or consolidation become, a REIT may merge into the time thereof Parent in a transaction permitted hereunder and immediately after giving effect thereto no Default or Unmatured Default shall have occurred in which the Parent is the surviving corporation and be continuing (or, such merger does not result in the case any violation of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered intoSection 6.03(c), (Aii) any Restricted Subsidiary Person (other than the BorrowerParent or the General Partner) may merge into the Borrower in a transaction permitted hereunder and in which the Borrower is the surviving corporationentity, (Biii) any Person (other than the BorrowerParent, the Borrower or the General Partner) may merge into or consolidate with any Restricted Subsidiary (other than the Borrower and the General Partner) in a transaction permitted hereunder and in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (Civ) any Restricted Subsidiary (other than the Borrower and the General Partner) may merge into or consolidate with any Person (other than the BorrowerParent, the Borrower or the General Partner) in a transaction permitted under Section 7.03(e) 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, Subsidiary and (Dv) any Restricted Subsidiary (other than the Borrower and the General Partner) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with a Subsidiary Loan Party receives any Person; provided that (i) assets of such dissolved or liquidated Subsidiary if such dissolved or liquidated Subsidiary was a Loan Party at the Borrower shall be the surviving Person (the “Surviving Person”) time of such liquidation or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfieddissolution; provided that any such merger or consolidation involving a Person that is not a wholly wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also treated as an Investment permitted by under Section 7.03(d)6.04.

Fundamental Changes; Business Activities. (ia) The Neither Borrower will, nor will not, and will not it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into)continuing, (Ai) any Restricted Subsidiary may (other than the Borrowerx) may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationentity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, (Bii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (Ciii) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Parent Borrower or the Subsidiary Borrower) in a transaction permitted under Section 7.03(e) 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, Subsidiary and (Div) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfiedLenders; provided that any such merger or consolidation involving a Person that is not a wholly wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 7.03(d).or

Fundamental Changes; Business Activities. (ia) The None of the U.S. Borrower will not, and will not permit or any Restricted Subsidiary to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (Ai) any Restricted Subsidiary (other than the Borrower) Person may merge into the U.S. Borrower or the Belgian Borrower in a transaction in which the U.S. Borrower or the Belgian Borrower is the surviving corporation, respectively, (Bii) any Restricted Subsidiary or any other Person (other than the any Borrower) may merge be merged or consolidated with or into any one of more Restricted Subsidiaries; provided that, in the case of any merger or consolidate with any consolidation involving one or more Restricted Subsidiary in a transaction in which the surviving entity is Subsidiaries that are Loan Parties, (A) a Restricted Subsidiary andthat is a Loan Party shall be the continuing or surviving corporation, (B) if the Restricted Subsidiary formed by or surviving any party to such merger or consolidation is a Loan Party, Designated Subsidiary and not then a Loan Party, the U.S. Borrower shall as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may reasonably agree to), take all steps necessary to cause such Restricted Subsidiary to comply with the Collateral and Guarantee Requirement, to the extent applicable to such Designated Subsidiary and (C) if the Restricted Subsidiary formed by or surviving any such merger or consolidation is not a Designated Subsidiary or does not thereby become a Loan Party, such merger or consolidation shall be deemed to be an “Investment” and shall be permitted only if it is also permitted under Section 6.04, (iii) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e6.05 (other than clause (g) thereof) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (Div) the Spin-Off and related Transactions may be consummated and (v) any Restricted Subsidiary may liquidate or dissolve if the U.S. Borrower determines in good faith that such liquidation or dissolution is in the best interests of the U.S. Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfiedLenders; provided that any such merger or consolidation involving a Person that is not the U.S. Borrower or a wholly wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by Section 7.03(d).at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing. 124

Fundamental Changes; Business Activities. (i) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (A) any Restricted Subsidiary (other than the Borrower) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (B) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (C) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E7.03(c)(i)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 7.03(d).

Fundamental Changes; Business Activities. (ia) The Borrower Parent will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into)continuing, (Ai) any Restricted Subsidiary (other than the Borrower) may merge into the Borrower Parent in a transaction in which the Borrower Parent is the surviving corporation, (Bii) any Person (other than Parent or the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (Ciii) any Restricted Subsidiary may merge into or consolidate with any Person (other than Parent or the Borrower) in a transaction permitted under Section 7.03(e) 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (Div) any Restricted Subsidiary may liquidate or dissolve if the Borrower Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Parent and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfiedLenders; provided that any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 7.03(d)6.04 and (v) the Borrower may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisition.6.04.

Fundamental Changes; Business Activities. (i) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (A) any Restricted Subsidiary (other than the Borrower) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (B) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (C) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E7.03(c)(i)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 7.03(d).. 113 #98412540v7

Fundamental Changes; Business Activities. (ia) The Borrower Company will not, and will not permit any Restricted Subsidiary to, amalgamate with, merge into or consolidate with any other Person, or permit any other Person to amalgamate with, merge into or consolidate with it, or liquidate or dissolve, except thatthat (i) the Cavium Acquisition may be consummated and, (ii) the Inphi Acquisition and the Inphi Acquisition Permitted Reorganization may be consummated and (iii) if at the time thereof and immediately after giving effect thereto no Default or Unmatured Event of Default shall have occurred and be continuing (orand, in the case of clause (D) below, the Company shall be in compliance on a Limited Condition Acquisition, no Default or Unmatured Default exists as of pro forma basis with the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into)covenant set forth in Section 6.06, (A) any Restricted Subsidiary (other than Person may amalgamate, merge or consolidate with the Borrower) may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporationentity, (B) any Person (other than the Borrower) Company may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (C) any Restricted Subsidiary may merge into or consolidate with any Person (other than including the BorrowerPermitted Reorganization Merger Subsidiary) in a transaction permitted under Section 7.03(e) in which, after giving effect to which such transaction, Person is the surviving entity is not a Restricted Subsidiaryentity, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i1) the Borrower shall be the surviving such Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States State of AmericaDelaware, (2) prior to or substantially concurrently with the consummation of such merger or consolidation, (x) such Person shall execute and deliver to the Agents an assumption agreement (the “Assumption Agreement”), in form and substance reasonably satisfactory to the Agents, pursuant to which such Person shall assume all of the obligations of the Company under this Agreement and the other Loan Documents, and (y) such Person shall deliver to the Agents such documents, certificates and opinions as any State thereof of the Agents may reasonably request relating to such Person, such merger or consolidation or the District of ColumbiaAssumption Agreement, all in form and substance reasonably satisfactory to the Agents, and (b3) the Lenders shall have received received, at least five Business Days prior to the date of the consummation of such merger or consolidation, (x) all documentation and other information with respect to the Surviving regarding such Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including regulations, including, without limitation, the USA PATRIOT Act; , that has been reasonably requested by any Agent or any Lender and (cy) the Borrower shall have delivered to the Administrative Agent extent such Person qualifies as a customary opinion of counsel with respect “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Person, it being agreed that upon the execution and delivery to the Surviving Person and a certificate on behalf Agents of the Borrower signed by one Assumption Agreement and the satisfaction of its Authorized Officers stating that all the other conditions provided set forth in this clause (B), such Person shall become a party to this Agreement, shall succeed to and assume all the rights and obligations of the Company under this Agreement and the other Loan Documents (including all obligations in respect of outstanding Loans) and shall thenceforth, for all purposes of this Agreement and the other Loan Documents (but subject to Section 7.02(c)(E9.19), be the “Company”, (C) relating any Person (other than the Company) may amalgamate, merge or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (D) any Subsidiary may amalgamate with, merge into or consolidate with any Person (other than the Company) in a transaction permitted under paragraph (b) of this Section in which, after giving effect to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that transaction, the surviving entity is not a wholly owned Restricted Subsidiary immediately prior and (E) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and its Subsidiaries taken as a whole and is not materially disadvantageous to such merger or consolidation shall not be permitted unless it is also permitted by Section 7.03(d)the Lenders.

Fundamental Changes; Business Activities. (ia) The None of the Borrower will not, and will not permit or any Restricted Subsidiary to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolvedissolve or during a Covenant Suspension Period, Dispose of (in one transaction or in a series of related transactions) all (or substantially all) of its assets, in each case, whether now owned or hereafter acquired, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (Ai) any Restricted Subsidiary (other than the Borrower) Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (Bii) any Restricted Subsidiary or any other Person (other than the Borrower) may merge be merged or consolidated with or into any one of more Restricted Subsidiaries; provided that, in the case of any merger or consolidate with any consolidation involving one or more Restricted Subsidiary in a transaction in which the surviving entity is Subsidiaries that are Loan Parties, a Restricted Subsidiary and, if any party to such merger or consolidation that is a Loan Party, a Loan PartyParty shall be the continuing or surviving corporation, (Ciii) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e6.05 (other than clause (g) thereof) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (Div) any Restricted Subsidiary may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Loan Party and (v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfiedLenders; provided that any such merger or consolidation involving a Person that is not the Borrower or a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless (x) it is also permitted by under Section 7.03(d)6.04 and (y) at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing.

Fundamental Changes; Business Activities. (ia) The None of the Borrower or any Subsidiary will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (Ai) any Restricted Subsidiary (other than the Borrower) Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporationPerson, (Bii) any Subsidiary or any other Person (other than the Borrower) may merge be merged or consolidated with or into any one of more Subsidiaries; provided that, in the case of any merger or consolidate with any Restricted consolidation involving one or more Subsidiaries that are Loan Parties, (A) a Subsidiary in a transaction in which the surviving entity that is a Restricted Loan Party shall be the continuing or surviving corporation, (B) if the Subsidiary and, if formed by or surviving any party to such merger or consolidation is not then a Loan Party, the Borrower shall as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may reasonably agree to), take all steps necessary to cause such Subsidiary to comply with the requirements of Section 8.20, to the extent applicable, and (C) if the Subsidiary formed by or surviving any such merger or consolidation does not thereby become a Loan Party, such merger or consolidation shall be deemed to be an “Investment” and shall be permitted only if it is also permitted under Section 8.9, (Ciii) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e8.10 (other than clause (g) thereof) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (Div) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfiedLenders; provided that any such merger or consolidation involving a Person that is not the Borrower or a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless (x) it is also permitted by under Section 7.03(d)8.9 and (y) at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing.

Fundamental Changes; Business Activities. (ia) The None of the Borrower will not, and will not permit or any Restricted Subsidiary to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (Ai) any Restricted Subsidiary (other than the Borrower) Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (Bii) any Restricted Subsidiary or any other Person (other than the Borrower) may merge be merged or consolidated with or into any one of more Restricted Subsidiaries; provided that, in the case of any merger or consolidate with any consolidation involving one or more Restricted Subsidiary in a transaction in which the surviving entity is Subsidiaries that are Loan Parties, (A) a Restricted Subsidiary andthat is a Loan Party shall be the continuing or surviving corporation, (B) if the Restricted Subsidiary formed by or surviving any party to such merger or consolidation is a Loan Party, Designated Subsidiary and not then a Loan Party, the Borrower shall as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may reasonably agree to), take all steps necessary to cause such Restricted Subsidiary to comply with the Collateral and Guarantee Requirement, to the extent applicable to such Designated Subsidiary and (C) if the Restricted Subsidiary formed by or surviving any such merger or consolidation is not a Designated Subsidiary or does not thereby become a Loan Party, such merger or consolidation shall be deemed 131 to be an “Investment” and shall be permitted only if it is also permitted under Section 6.04, (iii) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e6.05 (other than clause (g) thereof) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (Div) the Transactions may be consummated and (v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfiedLenders; provided that any such merger or consolidation involving a Person that is not the Borrower or a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless (x) it is also permitted by under Section 7.03(d)6.04 and (y) at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing.

Fundamental Changes; Business Activities. (i) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (A) any Restricted Subsidiary (other than the Borrower) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (B) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (C) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E7.03(c)(i)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 7.03(d).transaction

Fundamental Changes; Business Activities. (i) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (A) any Restricted Subsidiary (other than the Borrower) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (B) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (C) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and Lenders, (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E7.03(c)(i)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 7.03(d), and (F) on the Closing Date, the Initial Borrower may merge with and into the Borrower with the Borrower being the Surviving Person.

Fundamental Changes; Business Activities. (ia) The None of the Borrower or any other Subsidiary will notmerge into, and will not permit any Restricted Subsidiary to, merge into amalgamate or consolidate with any other Person, or permit any other Person to merge into, amalgamate or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Event of Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into)continuing, (Ai) any Restricted Subsidiary (other than the Borrower) Person may merge into or amalgamate with the Borrower in a transaction in which the Borrower is the surviving corporationentity, (Bii) any Person (other than the Borrower) may merge into merge, amalgamate or consolidate with any Restricted Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger merger, amalgamation or consolidation is a Subsidiary Loan Party, such surviving entity is a Subsidiary Loan Party), (Ciii) any Restricted Subsidiary (other than the Borrower) may merge into into, amalgamate or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e) 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (Div) any Restricted Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and Lenders, (Ev) any Subsidiary may merge with any other Person in order to effect a Permitted Joint Venture, a Permitted 84 Acquisition or any other Investment permitted under Section 6.04, provided that if the Borrower may merge into or consolidate with is a party to any Person; provided that transaction effected pursuant to this clause (iv), (A) the Borrower shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of the Borrower under the Loan Documents in a manner reasonably acceptable to the Administrative Agent and (B) no Event of Default shall have occurred and be continuing or would result therefrom and (vi) so long as no Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the “Surviving Person”) or (ii) purpose of which is to effect a disposition permitted pursuant to Section 6.05, may be effected; provided that if the Borrower is not the Surviving Persona party to any transaction effected pursuant to this clause (vi), (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to be the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfied; provided that any such merger continuing or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 7.03(d)surviving Person.

Fundamental Changes; Business Activities. (ia) The Borrower Company will not, and will not permit any Restricted Material Subsidiary (other than any Excluded Subsidiary) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into)continuing, (Ai) the Company or any Restricted Subsidiary (other than the Borrower) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (B) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (C) any Restricted Material Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (iA) in the case of any merger or consolidation involving the Company or any Borrowing Subsidiary, (1) either (x) the Borrower Company or such Borrowing Subsidiary shall be the continuing or surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (ay) the Surviving continuing or surviving Person shall be a corporation or limited liability company organized and existing under the laws of the United States of America, America or any State thereof and shall assume all of the Company’s or such Borrowing Subsidiary’s obligations under the District of ColumbiaLoan Documents in a manner reasonably acceptable to the Administrative Agent, and (b2) the Company or such Borrowing Subsidiary shall give the Lenders shall have received all documentation and other information reasonable prior notice thereof in order to allow the Lenders to comply with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Actother applicable regulations; and (cB) (1) in the Borrower case of any merger or consolidation involving a Material Subsidiary, the continuing or surviving Person shall have delivered to be a Subsidiary and, if such Material Subsidiary is a Wholly Owned Subsidiary, shall be a Wholly Owned Subsidiary, and (2) in the Administrative Agent case of any merger or consolidation involving a customary opinion of counsel with respect to Material Subsidiary that is a Subsidiary Loan Party, the Surviving continuing or surviving Person and shall be a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfiedLoan Party; provided that the requirements set forth in this clause (B) shall not apply to any such merger or consolidation involving a Person Material Subsidiary (other than any Borrowing Subsidiary) consummated to effect any sale, transfer or other disposition of all of the Equity Interests in such Material Subsidiary owned by the Company and the Subsidiaries in accordance with Section 6.08; and (ii) any Material Subsidiary (other than a Borrowing Subsidiary) may liquidate or dissolve into another Subsidiary; provided that in the case of any such liquidation or dissolution of a Material Subsidiary that is a Wholly Owned Subsidiary, the other Subsidiary shall be a Wholly Owned Subsidiary and, if such liquidating or dissolving Material Subsidiary is a Subsidiary Loan Party, shall be a Loan Party. (b) The Company will not, and will not permit any Subsidiary (other than any Excluded Subsidiary) to, engage to any material extent in any business other than businesses conducted as of the Restatement Effective Date by the Company and the Subsidiaries, taken as a wholly owned Restricted Subsidiary immediately prior to such merger whole, and businesses similar, ancillary, complementary or consolidation shall not be permitted unless it is also permitted by Section 7.03(d)otherwise reasonably related thereto or that are a reasonable extension, development or expansion thereof. SECTION 6.05.

Fundamental Changes; Business Activities. (ia) The None of the Borrower will not, and will not permit or any Restricted Subsidiary to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (Ai) any Restricted Subsidiary (other than the Borrower) Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (Bii) any Restricted Subsidiary or any other Person (other than the Borrower) may merge be merged or consolidated with or into any one of more Restricted Subsidiaries; provided that, in the case of any merger or consolidate with any consolidation involving one or more Restricted Subsidiary in a transaction in which the surviving entity is Subsidiaries that are Loan Parties, (A) a Restricted Subsidiary andthat is a Loan Party shall be the continuing or surviving corporation, (B) if the Restricted Subsidiary formed by or surviving any party to such merger or consolidation is a Loan Party, Designated Subsidiary and not then a Loan Party, the Borrower shall as promptly as 109 practicable, and in any event within 30 days (or such longer period as the Administrative Agent may reasonably agree to), take all steps necessary to cause such Restricted Subsidiary to comply with the Collateral and Guarantee Requirement, to the extent applicable to such Designated Subsidiary and (C) if the Restricted Subsidiary formed by or surviving any such merger or consolidation is not a Designated Subsidiary or does not thereby become a Loan Party, such merger or consolidation shall be deemed to be an “Investment” and shall be permitted only if it is also permitted under Section 6.04, (iii) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e6.05 (other than clause (g) thereof) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (Div) [reserved] and (v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfiedLenders; provided that any such merger or consolidation involving a Person that is not the Borrower or a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless (x) it is also permitted by under Section 7.03(d)6.04 and (y) at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing.

Fundamental Changes; Business Activities. (i) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Unmatured Default shall have occurred and be continuing (or, in the case of a Limited Condition AcquisitionTransaction, no Event of Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition Transaction are entered into), (A) any Restricted Subsidiary (other than the Borrower) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (B) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (C) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (D) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section ‎Section 7.02(c)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 7.03(d).

Fundamental Changes; Business Activities. (ia) The Borrower None of the Company or any Subsidiary will notmerge into, and will not permit any Restricted Subsidiary to, merge into amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Unmatured Event of Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into)continuing, (A) any Restricted Subsidiary (other than the Borrower) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (Bi) any Person (other than the BorrowerCompany) may merge into any Borrower in a transaction in which such Borrower is the surviving entity or the surviving entity expressly assumes the obligations of the relevant Borrower in a manner reasonably acceptable to the Administrative Agent (including any such merger, amalgamation or consolidation, the purpose of which is to re-domesticate or change the form of organization of any Borrower) including, if applicable, by delivering a Borrowing Subsidiary Agreement; provided that any merger of a Loan Party into a Subsidiary that is not a Loan Party must comply with Section 6.04 (other than by reason of clause (g) thereof), (ii) the Company may merge into any newly formed corporation or other business entity for the purpose of re-domesticating or changing the form of organization of any Borrower; provided that (A) the surviving or resulting entity shall be organized in a jurisdiction within the United States and shall expressly assume the obligations of the Company under the Loan Documents and (B) after giving effect to such transaction, no Event of Default shall have occurred and be continuing, (iii) any Person (other than the Company) may merge, amalgamate or consolidate with any Restricted Subsidiary (including any such merger, amalgamation or consolidation, the purpose of which is to re-domesticate or change the form of organization of any Subsidiary) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger merger, amalgamation or consolidation is a Loan Party, a Subsidiary Loan Party, (A) the Subsidiary Loan Party is the surviving entity, (B) the surviving entity expressly assumes the obligations of the relevant Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or (C) such merger, consolidation or amalgamation is permitted as an Investment under Section 6.04 (other than by reason of clause (g) thereof), in which case, if such Subsidiary Loan Party is a Borrowing Subsidiary, such Subsidiary shall prior to or simultaneously with such merger, amalgamation or consolidation enter into a Borrowing Subsidiary Termination), (iv) any Restricted Subsidiary may merge into into, amalgamate with or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 7.03(e6.05 (other than by reason of clause (f) thereof) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary and, if such Subsidiary is a Borrowing Subsidiary, such Subsidiary shall prior to or simultaneously with such merger, amalgamation or consolidation enter into a Borrowing Subsidiary Termination, (Dv) any Restricted Person (other than the Company) may merge into any Subsidiary in a transaction which constitutes an Investment permitted by Section 6.04 (other than by reason of clause (g) thereof) and (vi) any Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 7.03(d)Lenders.