Common use of Fundamental Changes; Dispositions Clause in Contracts

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not a Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a Loan Party, in each case so long as (I) no other provision of this Agreement would be violated thereby, (II) the Administrative Borrower gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (III) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IV) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (Cx) any wholly-owned Subsidiary of any Loan Party (other than the Borrower) may be merged into any Loan Party (other than Holdings or the Mexican Loan Parties), (y) any wholly-owned Subsidiary that is not a Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with merged into another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation, and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation, and (z) any winding-up, liquidation or dissolution contemplated as a party of Project Thunder may be done so long as (A) no other provision of this Agreement would be violated thereby, (B) such Loan Party gives the Agents at least 30 days’ prior written notice thereof (and provide the Agents copies of any certificate of dissolution as filed promptly after such filing), (C) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, (D) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected thereby; and

Fundamental Changes; Dispositions. (i) Windi)Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a "plan of division" under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 15 days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (ia) Wind-up, liquidate or dissolve, or mergeenter into any merger, consolidate consolidation, amalgamation, reorganization, recapitalization or amalgamate with statutory division (including, without limitation, by means of a “plan of division” under the Delaware Limited Liability Company Act or any Personcomparable transaction under any similar law), or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; andor

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 15 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not a (other than the Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ prior written notice (or such shorter period as the Administrative Agent may agree) of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, including the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any material Collateral, including, without limitation, including the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement or the Canadian Security Agreement, as applicable, and the Equity Interests of such Subsidiary is the subject of a Security Agreement or the Canadian Security Agreement, as applicable, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not a may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation, (E) except with respect to the merger, amalgamation or consolidation of Subsidiaries that are not Loan Parties, the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation, (F) to the extent a Borrower is a party to such merger, amalgamation or consolidation, a Borrower is the surviving entity; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to the Security Agreement and the Equity Interests of such Subsidiary is the subject of the Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a "plan of division" under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 15 days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a "plan of division" under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Restricted Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (Ax) any wholly-owned Restricted Subsidiary of any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any merged into such Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Restricted Subsidiary of any such Loan Party that is not a Loan Party Party, or may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with such Loan Party or another wholly-owned Restricted Subsidiary of a Loan Party that is not a such Loan Party, and any Person may merge into or consolidate or amalgamate with any Restricted Subsidiary in each case a transaction permitted by Section 7.02(e) in which, after giving effect to such transaction, the surviving entity is a Restricted Subsidiary, so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 10 days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, including the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed as promptly as practicable after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ ' rights in any Collateral, including, without limitation, including the existence, perfection and priority of any Lien thereon, are not adversely affected in any material respect by such merger, consolidation or amalgamation, (E) if any party to such transaction is a Loan Party, the surviving Restricted Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and becomes a party to the Security Agreement and the Equity Interests of such Restricted Subsidiary become the subject of the Security Agreement, in each case, which is in full force and effect not later than the date that is 30 days after giving effect to such merger, consolidation or amalgamation (unless a later date is otherwise agreed to by the Collateral Agent) and (F) if the Borrower is a party to such transaction, the Borrower shall be the surviving entity, (y) any Restricted Subsidiary that is not a Loan Party may merge into or consolidate or amalgamate with another Restricted Subsidiary that is not a Loan Party or, if the surviving entity is or becomes a Loan Party, with a Restricted Subsidiary that is a Loan Party and (z) any Restricted Subsidiary (other than the Borrower) may wind-up, liquidate or dissolve if the Borrower determines in good faith that such winding-up, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Secured Parties; and

Fundamental Changes; Dispositions. (i) WindMerge, consolidate or amalgamate with, or wind-up, liquidate or dissolvedissolve into, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any whollyWholly-owned Owned Subsidiary of any Loan Party that is not (other 103 US-DOCS\103792213.14 than a Borrower) may be merged into such Loan Party or another Wholly-Owned Subsidiary of such Loan Party, or may consolidate or amalgamate with, or liquidate or dissolve into, another Wholly-Owned Subsidiary of such Loan Party, and (B) any Borrower may be merged, consolidated merged into or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a Loan Partyany other Borrower, in the case of each case of clauses (A) or (B), so long as (I1) no other provision of this Agreement would be violated thereby, (II2) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ ' prior written notice of such merger, consolidation consolidation, amalgamation, liquidation or amalgamation dissolution, accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation consolidation, amalgamation, liquidation or amalgamationdissolution, including, but not limited to, the certificate or certificates of merger or amalgamation or liquidation or dissolution to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (III3) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IV4) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation, amalgamation, liquidation or dissolution and (5) (x) in the case of the preceding clause (A), the surviving Subsidiary, if any, if not already a Loan Party, to the extent that the party merged into it was a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation, amalgamation, liquidation or dissolution and (y) in the case of the preceding clause (B), if such merger, consolidation or amalgamationamalgamation involves the Administrative Borrower, the Administrative Borrower is the surviving Borrower; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or convey, sell, lease or sublease, transfer or otherwise dispose of, whether in one transaction or a series of related transactions, all or any part of its business, property or assets, whether now owned or hereafter acquired (or agree to do any of the foregoing), or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; , other than (x) Permitted Dispositions and (y) the transfer by the Borrower to the Protected Cell of the assets transferred to it by WMMRC, if any, in connection with the Insurance Book Closing, as contemplated by the definition thereof, provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (Ci) any wholly-owned direct or indirect Subsidiary of any Loan Party that is not a (other than the Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned direct or indirect Subsidiary of a DOC ID-17658041.29 such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned direct or indirect Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents Agent at least 30 days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing)consolidation, (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such mergermerger or consolidation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party as a Guarantor and is a party to a Security Agreement, and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger or consolidation or amalgamation; and(it being understood that no Insurance Subsidiary shall merge with any other Subsidiary).

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (Ax) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any a Loan Party (A) may be merged into a Loan Party, (B) may consolidate or amalgamate with a Loan Party or (C) may transfer all or substantially all of its assets to a Loan Party (including by way of a dissolution, winding-up or liquidation) and (y) any Subsidiary that is not a Loan Party may be mergedmerged into, or may be consolidated or amalgamated with with, any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned other Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ 5 Business Days' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) in the case of clause (x) above, the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) in the case of clause (x) above, the surviving Subsidiary, as the result of a merger, consolidation or amalgamation with a Loan Party, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (Cx) any wholly-owned Subsidiary of any Loan Party (other than the Borrower) may be merged into any Loan Party (other than Holdings or the Mexican Loan Party), (y) any wholly-owned Subsidiary that is not a Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with merged into another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation, and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation, and (z) any winding-up, liquidation or dissolution contemplated as a party of Project Thunder may be done so long as (A) no other provision of this Agreement would be violated thereby, (B) such Loan Party gives the Agents at least 30 days’ prior written notice thereof (and provide the Agents copies of any certificate of dissolution as filed promptly after such filing), (C) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, (D) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected thereby; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a "plan of division" under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ 10 Business Days (or such shorter period agreed in writing by the Collateral Agent) prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (or equivalent Governmental Authority) (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or immediately after giving effect to such transaction, and (IVD) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected in any material respect by such merger, consolidation or amalgamation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; andprovided, further, that any Specified Loan Party may dissolve so long as (1) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such dissolution, (2) any assets and property of such Specified Loan Party is transferred to any Loan Party (other than any Specified Loan Party) and (3) the Agents’ and the Lenders' rights (in their capacities as Agents and Lenders) in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected in any material respect by such dissolution; and 105

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not a (other than Lxxxxxx) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 thirty (30) days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation, and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary are the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; andor

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or enter into any LLC Division or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any wholly-owned Domestic Subsidiary of any Domestic Loan Party may be mergedmerged into such Domestic Loan Party or another wholly-owned Domestic Subsidiary of such Domestic Loan Party, consolidated or amalgamated may consolidate with any Borrower so long as a Borrower is the surviving entityanother wholly-owned Domestic Subsidiary of such Domestic Loan Party, or (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Foreign Subsidiary of any Loan Party that is not a Foreign Loan Party may be merged, consolidated or amalgamated with any merged into such Foreign Loan Party so long as a Loan Party is the surviving entity and (D) any or another wholly-owned Foreign Subsidiary of a such Foreign Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Foreign Subsidiary of a Loan Party that is not a such Foreign Loan Party, in each case so long as as, in the case of any transaction described in clause (IA) or (B): (1) no other provision of this Agreement would be violated thereby, (II2) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (III3) no Default or Event of Default shall have occurred and be continuing either before or immediately after giving effect to such transaction, and (IV4) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation, (5) no Holding Company may be a party to any such merger, consolidation or amalgamation, (6) in the case of any merger, consolidation or amalgamation involving a Borrower, a Borrower must be the surviving entity in such merger, consolidation or amalgamation and (7) in the case of any merger, consolidation or amalgamation involving a Loan Party, the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Document and the Equity Interests of such Subsidiary are the subject of a Security Document, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; provided, further, that any Inactive Subsidiary may be dissolved so long as its assets (if any) are distributed to its direct parent or to a Loan Party; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) i. Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (Cx) any wholly-owned Subsidiary of any Loan Party (other than the Borrower) may be merged into any Loan Party (other than Holdings or the Mexican Loan Parties), (y) any wholly-owned Subsidiary that is not a Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with merged into another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation, and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation, and (z) any winding-up, liquidation or dissolution contemplated as a party of Project Thunder may be done so long as (A) no other provision of this Agreement would be violated thereby, (B) such Loan Party gives the Agents at least 30 days’ prior written notice thereof (and provide the Agents copies of any certificate of dissolution as filed promptly after such filing), (C) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, (D) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected thereby; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (Cx) any wholly-owned Subsidiary of any Loan Party that is not a may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, or may consolidate or amalgamate with such Loan Party or another wholly-owned Subsidiary of such Loan Party, and any Person may merge into or consolidate or amalgamate with any Subsidiary in each case a transaction permitted by Section 7.02(e) in which, after giving effect to such transaction, the surviving entity is a Subsidiary, so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 10 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed as promptly as practicable after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected in any material respect by such merger, consolidation or amalgamation, (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and becomes a party to a Security Agreement and the Equity Interests of such Subsidiary become the subject of a Security Agreement, in each case, which is in full force and effect not later than the date that is 30 days after giving effect to such merger, consolidation or amalgamation (unless a later date is otherwise agreed to by the Collateral Agent) and (F) if the Borrower is a party to such transaction, the Borrower shall be the surviving entity, (y) any Subsidiary that is not a Loan Party may merge into or consolidate or amalgamate with another Subsidiary that is not a Loan Party or, if the surviving entity is or becomes a Loan Party, with a Subsidiary that is a Loan Party and (z) any Subsidiary (other than the Borrower) may wind-up, liquidate or dissolve if the Borrower determines in good faith that such winding-up, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Secured Parties; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 10 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies drafts of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, drafts of the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing)State, (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation (except in respect of a Permitted Investment), (E) promptly following the consummation of such merger, consolidation or amalgamation; , such Loan Party delivers a file-stamped company of the certificate of merger, consolidation or amalgamation to the Agents, and (F) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation (except in respect of a Permitted Investment), and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Restricted Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (Ax) any wholly-owned Restricted Subsidiary of any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any merged into such Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Restricted Subsidiary of any such Loan Party that is not a Loan Party Party, or may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with such Loan Party or another wholly-owned Restricted Subsidiary of a Loan Party that is not a such Loan Party, and any Person may merge into or consolidate or amalgamate with any Restricted Subsidiary in each case a transaction permitted by Section 7.02(e) in which, after giving effect to such transaction, the surviving entity is a Restricted Subsidiary, so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 10 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, including the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed as promptly as practicable after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, including the existence, perfection and priority of any Lien thereon, are not adversely affected in any material respect by such merger, consolidation or amalgamation, (E) if any party to such transaction is a Loan Party, the surviving Restricted Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and becomes a party to the Security Agreement and the Equity Interests of such Restricted Subsidiary become the subject of the Security Agreement, in each case, which is in full force and effect not later than the date that is 30 days after giving effect to such merger, consolidation or amalgamation (unless a later date is otherwise agreed to by the Collateral Agent) and (F) if the Borrower is a party to such transaction, the Borrower shall be the surviving entity, (y) any Restricted Subsidiary that is not a Loan Party may merge into or consolidate or amalgamate with another Restricted Subsidiary that is not a Loan Party or, if the surviving entity is or becomes a Loan Party, with a Restricted Subsidiary that is a Loan Party and (z) any Restricted Subsidiary (other than the Borrower) may wind-up, liquidate or dissolve if the Borrower determines in good faith that such winding-up, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Secured Parties; and

Fundamental Changes; Dispositions. (i) Wind-Wind up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than the Ultimate Parent, the Parent or a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, and (B) any Subsidiary (other than the Parent) may be merged into a Borrower if such Borrower is the surviving entity of such merger, in each case so long as (I1) no other provision of this Agreement would be violated thereby, (II2) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (III3) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IV4) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation, and (5) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or enter into any LLC Division or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any wholly-owned Domestic Subsidiary of any Domestic Loan Party may be mergedmerged into such Domestic Loan Party or another wholly-owned Domestic Subsidiary of such Domestic Loan Party, consolidated or amalgamated may consolidate with any Borrower so long as a Borrower is the surviving entityanother wholly-owned Domestic Subsidiary of such Domestic Loan Party, or (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Foreign Subsidiary of any Loan Party that is not a Foreign Loan Party may be merged, consolidated or amalgamated with any merged into such Foreign Loan Party so long as a Loan Party is the surviving entity and (D) any or another wholly-owned Foreign Subsidiary of a such Foreign Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Foreign Subsidiary of a Loan Party that is not a such Foreign Loan Party, in each case so long as as, in the case of any transaction described in clause (IA) or (B): (1) no other provision of this Agreement would be violated thereby, (II2) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (III3) no Default or Event of Default shall have occurred and be continuing either before or immediately after giving effect to such transaction, and (IV4) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation, (5) no Holding Company may be a party to any such merger, consolidation or amalgamation, (6) in the case of any merger, consolidation or amalgamation involving a Borrower, a Borrower must be the surviving entity in such merger, consolidation or amalgamation and (7) in the case of any merger, consolidation or amalgamation involving a Loan Party, the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Document and the Equity 120535197v14 Interests of such Subsidiary are the subject of a Security Document, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; provided, further, that any Inactive Subsidiary or SMTC Dongguan may be dissolved so long as its assets (if any) are distributed to its direct parent or to a Loan Party; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not a Loan Party the Administrative Borrower may be merged, consolidated (A) merged with or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with into another wholly-owned Subsidiary of the Administrative Borrower or into the Administrative Borrower, or may consolidate or amalgamate with a Loan Party that is not a Loan Partyor another wholly-owned Subsidiary of the Administrative Borrower, in each case so long as (I1) no other provision of this Agreement would be violated thereby, (II) the Administrative Borrower gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (III2) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IV3) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected in 108 any material respect by such merger, consolidation or amalgamation; and, (4) if such merger, consolidation or amalgamation involves the Administrative Borrower, the Administrative Borrower shall be the surviving or continuing Person and (5) if such merger, consolidation or amalgamation involves any Loan Party, a Loan Party shall be the surviving or continuing Person and (B) wind-up, liquidate, or dissolve, so long as the assets of such Person are transferred to (A) if such Person is a Loan Party, another Loan Party and (B) if such Person is not a Loan Party, Administrative Borrower or another wholly-owned Subsidiary of the Administrative Borrower

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that Person except (A) pursuant to a Permitted Acquisition or (B) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with merged into another Loan Party that is not a BorrowerParty, (C) any wholly-owned Subsidiary of any Loan Party that is not a Loan Party or may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a Loan Party, so long as, in each case so long as case, (I) no other provision of this Agreement would be violated thereby, (II) the Administrative Borrower such Loan Party gives the Agents Agent at least 30 ten (10) days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State Governmental Authority (with a copy as filed promptly after such filing), (IIIII) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction (unless Agent has provided written consent to such transaction), and (IVIII) the Lenders’ Agent’s rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation; and, and (IV) the surviving Person, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement or Limited Recourse Securities Pledge Agreement, as applicable and the Equity Interests of any Subsidiary is the subject of a Security Agreement or the Limited Recourse Securities Pledge Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation and (c) any Loan Party may dissolve and dispose of its assets to another Loan Party;‌

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (Cw) any wholly-owned Subsidiary of any Loan Party that is not a may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, or may consolidate or amalgamate with such Loan Party or another wholly-owned Subsidiary of such Loan Party, and any Person may merge into or consolidate or amalgamate with any Subsidiary in each case a transaction in which, after giving effect to such transaction, the surviving entity is a Subsidiary, so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 10 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed as promptly as practicable after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected in any material respect by such merger, consolidation or amalgamation, (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and becomes a party to a Security Agreement and the Equity Interests of such Subsidiary become the subject of a Security Agreement, in each case, which is in full force and effect not later than the date that is 30 days after giving effect to such merger, consolidation or amalgamation (unless a later date is otherwise agreed to by the Collateral Agent) and (F) if the Borrower is a party to such transaction, the Borrower shall be the surviving entity, (x) any Subsidiary that is not a Loan Party may merge into or consolidate or amalgamate with another Subsidiary that is not a Loan Party or, if the surviving entity is or becomes a Loan Party, with a Subsidiary that is a Loan Party, (y) any Subsidiary (other than the Borrower) may wind-up, liquidate or dissolve if the Borrower determines in good faith that such winding-up, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Secured Parties, and (z) any Subsidiary of the Borrower may discontinue its existence in or migrate from its jurisdiction of incorporation or organization and continue its existence or migrate in or to another jurisdiction, in each case with respect to any Loan Party, with the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed) so long as (A) the laws of the jurisdiction to which the Subsidiary has continued or migrated provides that the property of such Subsidiary prior to such continuance or migration continues to be its property after giving effect to such continuance or migration and the obligations of such Subsidiary under this Agreement and the other Loan Documents to which such Subsidiary is a - 88 - party (including its Guaranteed Obligations) prior to such continuance or migration continues to be its obligations after giving effect to such continuance or migration and (B) any and all Liens on Collateral granted by such Subsidiary or attaching to the Equity Interests of such Subsidiary to secure any of the Obligations are not impaired in any material respect by such continuance or migration, and the Administrative Agent shall have received, at its request, a legal opinion, in form and substance reasonably acceptable to it, to such effect; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or mergeMerge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-wholly- owned Subsidiary of any Loan Party that is not a may be merged into such Loan Party may be merged, consolidated (other than the Parent or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (Dother Holdco) any or another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 10 days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) in the case of mergers, consolidations and amalgamations involving a Loan Party, the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to the applicable Security Documents and the Equity Interests of such Subsidiary is the subject of the applicable Security Documents, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger or consolidation; and (F) if a Borrower is a party to such merger, consolidation or amalgamation; and, a Borrower shall be the surviving entity in such merger, consolidation or amalgamation;

Fundamental Changes; Dispositions. (i) i. Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (Ax) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Wholly Owned Subsidiary of any Loan Party (other than Intermediate Holdings) may be merged into any Loan Party (other than Ultimate Holdings or the Mexican Loan Party), (y) any Wholly Owned Subsidiary that is not a Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned merged into another Wholly Owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents and Lenders at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation, and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Guaranty and Collateral Agreement and the Equity Interests of such Subsidiary is the subject to the Guaranty and Collateral Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation, and (z) any winding-up, liquidation or dissolution contemplated as a party of Project Thunder may be done so long as (A) no other provision of this Agreement would be violated thereby, (B) such Loan Party gives the Agents and Lenders at least 30 days’ prior written notice thereof (and provide the Agents copies of any certificate of dissolution as filed promptly after such filing), (C) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, (D) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected thereby; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or mergeMerge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not a may be merged into such Loan Party may be merged, consolidated (other than the Parent or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (Dother Holdco) any or another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 10 days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) in the case of mergers, consolidations and amalgamations involving a Loan Party, the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to the applicable Security Documents and the Equity Interests of such Subsidiary is the subject of the applicable Security Documents, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger or consolidation; and (F) if a Borrower is a party to such merger, consolidation or amalgamation; and, a Borrower shall be the surviving entity in such merger, consolidation or amalgamation;

Fundamental Changes; Dispositions. (ia) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party Subsidiary that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrowermay wind-up, liquidate or dissolve and (CB) any wholly-owned Subsidiary of any Loan Party that is not a may be merged into such Loan Party may be merged(other than the Company unless, consolidated after giving effect to such merger, consolidation or amalgamated with any Loan Party so long as a Loan Party amalgamation, the Company is the surviving entity and (D) any Loan Party)or a wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as in the case of this subclause (B) (I) no other provision of this Agreement would be violated thereby, (II) the Administrative Borrower such Loan Party gives the Agents Collateral Agent and the Investors at least 30 daysten (10) Business Days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (III) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IV) the LendersInvestors’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (V) except in the case of any such merger, consolidation or amalgamation between two Subsidiaries that are not Loan Parties, the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party Subsidiary that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrowermay wind-up, liquidate or dissolve and (CB) any wholly-owned Subsidiary of any Loan Party that is not a Loan Party may be merged, consolidated or amalgamated with merged into any Loan Party so long as a Loan Party (other than the Parent unless, after giving effect to such merger, consolidation or amalgamation, the Parent is the surviving entity and (DLoan Party) any or a wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as in the case of this subclause (B), (I) no other provision of this Agreement would be violated thereby, (II) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ 10 Business Days' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (III) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IV) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (V) except in the case of any such merger, consolidation or amalgamation between two Subsidiaries that are not Loan Parties, the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into a Loan Party or may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a any Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 15 days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger merger, consolidation or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) i.Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (Cx) any wholly-owned Subsidiary of any Loan Party (other than the Borrower) may be merged into any Loan Party (other than Holdings or the Mexican Loan Parties), (y) any wholly-owned Subsidiary that is not a Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with merged into another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation, and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation, and (z) any winding-up, liquidation or dissolution contemplated as a party of Project Thunder may be done so long as (A) no other provision of this Agreement would be violated thereby, (B) such Loan Party gives the Agents at least 30 days’ prior written notice thereof (and provide the Agents copies of any certificate of dissolution as filed promptly after such filing), (C) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, (D) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected thereby; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (idt) Wind-up, liquidate or dissolve, or mergeenter into any merger, consolidate consolidation, amalgamation, reorganization, recapitalization or amalgamate with statutory division (including, without limitation, by means of a “plan of division” under the Delaware Limited Liability Company Act or any Personcomparable transaction under any similar law), or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; andor

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a "plan of division" under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Wholly Owned Subsidiary of any Loan Party that is not a (other than the Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned another Wholly Owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Wholly Owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 thirty (30) days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation, and (E) in the case of a transaction involving a Loan Party, the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the respective assets and Equity Interests of and in such Subsidiary are the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Wholly Owned Subsidiary of any Loan Party that is not a (other than the Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned another Wholly Owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Wholly Owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 thirty (30) days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in (i) any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, thereon and (ii) the Warrants are not adversely affected by such merger, consolidation or amalgamation, and (E) in the case of a transaction involving a Loan Party, the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the respective assets and Equity Interests of and in such Subsidiary are the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a "plan of division" under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 15 days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (Ax) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Wholly Owned Subsidiary of any Loan Party (other than Intermediate Holdings) may be merged into any Loan Party (other than Ultimate Holdings or the Mexican Loan Party), (y) any Wholly Owned Subsidiary that is not a Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned merged into another Wholly Owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents and Lenders at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation, and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Guaranty and Collateral Agreement and the Equity Interests of such Subsidiary is the subject to the Guaranty and Collateral Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation, and (z) any winding-up, liquidation or dissolution contemplated as a party of Project Thunder may be done so long as (A) no other provision of this Agreement would be violated thereby, (B) such Loan Party gives the Agents and Lenders at least 30 days’ prior written notice thereof (and provide the Agents copies of any certificate of dissolution as filed promptly after such filing), (C) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, (D) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected thereby; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 15 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not a may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. (i) Winda)Wind-up, liquidate or dissolve, or mergeenter into any merger, consolidate consolidation, amalgamation, reorganization, recapitalization or amalgamate with statutory division (including, without limitation, by means of a “plan of division” under the Delaware Limited Liability Company Act or any Personcomparable transaction under any similar law), or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents Agent at least 30 days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; andor

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (I1) no other provision of this Agreement would be violated thereby, (II2) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (III3) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IV4) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamationamalgamation and (5) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation and (B) the Loan Parties may wind down and terminate the HowStuffWorks and MyStockFund businesses, and liquidate any Subsidiary that has substantially no business other than the business of HowStuffWorks or MyStockFund, so long as the assets of such Subsidiary are distributed to a Loan Party prior to (or concurrently with) the effectiveness of such liquidation; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (Ii) no other provision of this Agreement would be violated thereby, (IIii) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIiii) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IViv) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamationamalgamation and (v) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation and (B) any of Patriot’s Subsidiaries that are not Loan Parties may wind-up, liquidate, or dissolve if (i) the governing body of such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of Patriot and its Subsidiaries and (ii) the value of such Subsidiary is immaterial to Patriot, its Subsidiaries, and the Lenders; and

Fundamental Changes; Dispositions. (i) Wind-Wind up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a “plan of division” under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (Cx) any wholly-owned 128498985v11 Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents at least 30 ten (10) days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies drafts of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited towithout limitation, drafts of the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation, and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the applicable Foreign Security Documents (to the extent required pursuant to Section 7.01(b)), as applicable, and the Equity Interests of such Subsidiary is the subject of a Security Agreement and/or a Foreign Security Documents, as applicable, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation and (y) the Parent may reincorporate and/or reorganize under the laws of the United States or any state thereof so long as (A) the Parent gives the Agents at least ten (10) days’ prior written notice of such reincorporation or reorganization, accompanied by drafts of all material agreements, documents and instruments relating to such reincorporation or reorganization, (B) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, (C) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such reincorporation or reorganization, (D) the reincorporated or reorganized Parent is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the applicable Foreign Security Documents, as applicable, in each case, which is in full force and effect on the date of and immediately after giving effect to such reincorporation or reorganization, and (E) the Lenders shall have received an opinion of counsel to the reincorporated or reorganized Parent as to such matters as the Agents may reasonably request; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (I1) no other provision of this Agreement would be violated thereby, (II2) the Administrative Borrower such Loan Party gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (III3) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IV4) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamationamalgamation and (5) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation and (B) the Loan Parties may wind down and terminate the HowStuffWorks and MyStockFund businesses, and liquidate any Subsidiary that has substantially no business other than the business of HowStuffWorks or MyStockFund, so long as the assets of such Subsidiary are distributed to a Loan Party prior to (or concurrently with) the effectiveness of such liquidation; and

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or convey, sell, lease or sublease, transfer or otherwise dispose of, whether in one transaction or a series of related transactions, all or any part of its business, property or assets, whether now owned or hereafter acquired (or agree to do any of the foregoing), or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; , other than (x) Permitted Dispositions and (y) the transfer by the Borrower to the Protected Cell of the assets transferred to it by WMMRC, if any, in connection with the Insurance Book Closing, as contemplated by the definition thereof, provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (Ci) any wholly-owned direct or indirect Subsidiary of any Loan Party that is not a (other than the Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned direct or indirect Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned direct or indirect Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) the Administrative Borrower such Loan Party gives the Agents Agent (for delivery to the Lenders) at least 30 days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing)consolidation, (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such mergermerger or consolidation and (E) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party as a Guarantor and is a party to a Security Agreement, and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger or consolidation or amalgamation; and(it being understood that no Insurance Subsidiary shall merge with any other Subsidiary).

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not (other than a Borrower) may be merged into such Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any another wholly-owned Subsidiary of a such Loan Party that is not a Loan Party Party, or may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a such Loan Party, in each case so long as (IA) no other provision of this Agreement would be violated thereby, (IIB) other than in the Administrative Borrower case of the merger of an Inactive Subsidiary into a Loan Party (or another Inactive Subsidiary), such Loan Party gives the Agents at least 30 10 days’ ' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies drafts of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, drafts of the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing)State, (IIIC) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IVD) the Lenders’ ' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation, (E) promptly following the consummation of such merger, consolidation or amalgamation, such Loan Party delivers a file-stamped company of the certificate of merger, consolidation or amalgamation to the Agents, and (F) other than in the case of the merger of an Inactive Subsidiary into another Inactive Subsidiary, the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; provided, further, that any Inactive Subsidiary may be dissolved so long as its assets (if any) are distributed to a Loan Party, and