Common use of Fundamental Changes, Line of Business Clause in Contracts

Fundamental Changes, Line of Business. (a) Each of the Parent Guarantor and the Borrower will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with them, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (i) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with and into the Borrower in a transaction in which the Borrower is the surviving Person, (ii) any Wholly Owned Subsidiary of the Borrower (A) that is not a Subsidiary Loan Party may merge or consolidate with and into any Wholly Owned Subsidiary of the Borrower and (B) that is a Subsidiary Loan Party may merge or consolidate with and into any Wholly Owned Subsidiary of the Borrower in a transaction in which the surviving Person is a Subsidiary Loan Party, (iii) any Wholly Owned Subsidiary of the Borrower or the Parent Guarantor used primarily as a financing vehicle in connection with a Permitted Kansas Bond Financing may merge or consolidate with and into the Borrower or the Parent Guarantor; provided that the Borrower or the Parent Guarantor is the surviving Person of that merger or consolidation and the Permitted Kansas Bond Financing obligations attributable to such Subsidiary have been discharged in full and such Subsidiary shall have no other Indebtedness, (iv) Permitted Acquisitions may be consummated through merger or consolidation so long as the surviving Person is the Borrower (in the case of an acquisition by the Borrower) or a Subsidiary Loan Party (in the case of an acquisition by a Subsidiary Loan Party) and (v) any merger, consolidation of a Person whose only assets are the subject of any Asset Sale permitted by Section 8.05(xiii); provided that in connection with the foregoing, each of the Parent Guarantor and the Borrower will, and will cause each Subsidiary Loan Party to, take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 7.11, 7.12 and 7.15, in each case, on the terms set forth therein and to the extent applicable.

Fundamental Changes, Line of Business. (a) Each of the Parent Guarantor and the Borrower will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with them, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (i) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with and into the Borrower in a transaction in which the Borrower is the surviving Person, (ii) any Wholly Owned Subsidiary of the Borrower (A) that is not a Subsidiary Loan Party may merge or consolidate with and into any Wholly Owned Subsidiary of the Borrower and (B) that is a Subsidiary Loan Party may merge or consolidate with and into any Wholly Owned Subsidiary of the Borrower in a transaction in which the surviving Person is a Subsidiary Loan Party, (iii) any Wholly Owned Subsidiary of the Borrower or the Parent Guarantor used primarily as a financing vehicle in connection with a Permitted Kansas Bond Financing may merge or consolidate with and into the Borrower or the Parent Guarantor; provided that the Borrower or the Parent Guarantor is the surviving Person of that merger or consolidation and the Permitted Kansas Bond Financing obligations attributable to such Subsidiary have been discharged in full and such Subsidiary shall have no other Indebtedness, (iv) Permitted Acquisitions may be consummated through merger or consolidation so long as the surviving Person is the Borrower (in the case of an acquisition by the Borrower) or a Subsidiary Loan Party (in the case of an acquisition by a Subsidiary Loan Party) and (v) any merger, consolidation of a Person whose only assets are the subject of any Asset Sale permitted by Section 8.05(xiii6.05(xiii); provided that in connection with the foregoing, each of the Parent Guarantor and the Borrower will, and will cause each Subsidiary Loan Party to, take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 7.115.11, 7.12 5.12 and 7.155.16, in each case, on the terms set forth therein and to the extent applicable.

Fundamental Changes, Line of Business. (a) Each of the Parent Guarantor and the Borrower will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with them, or liquidate or dissolve, except that, (i) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (iA) any Wholly Owned Subsidiary of the Borrower or the Parent Guarantor may merge or consolidate with and into the Parent Guarantor or the Borrower in a transaction in which the Parent Guarantor or the Borrower is the surviving Person; provided that in a transaction in which the Borrower and the Parent Guarantor are merged, the Borrower shall be the surviving person or the Parent Guarantor shall assume the obligations of, and shall become, the Borrower hereunder (subject to receipt of all reasonably requested documentation and other information in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, and the Beneficial Ownership Regulation) and (B) any Subsidiary of the Borrower may merge or consolidate with and into any other Subsidiary of the Borrower in a transaction in which the Borrower is the surviving PersonBorrower, (ii) any Wholly Owned Subsidiary of the Borrower (A) that is not a Subsidiary Loan Party may merge or consolidate with and into any Wholly Owned Subsidiary of the Borrower and (B) that is a Subsidiary Loan Party may merge or consolidate with and into any Wholly Owned Subsidiary of the Borrower in a transaction in which the surviving Person is a Subsidiary Loan Party, (iii) any Wholly Owned Subsidiary of the Borrower or the Parent Guarantor used primarily as a financing vehicle in connection with a Permitted Kansas Bond Financing may merge or consolidate with and into the Borrower or the Parent Guarantor; provided that the Borrower or the Parent Guarantor is the surviving Person of that merger or consolidation and the Permitted Kansas Bond Financing obligations attributable to such Subsidiary have been discharged in full and such Subsidiary shall have no other Indebtedness, (iv) Permitted Acquisitions may be consummated through merger or consolidation so long as as, in the case of a merger or consolidation involving the Borrower, the surviving Person is the Borrower (in the case of an acquisition by the Borrower) or a Subsidiary Loan Party (in the case of an acquisition by a Subsidiary Loan Party) and (viii) any merger, merger or consolidation of a Person whose only assets are the subject of any Asset Sale permitted by Section 8.05(xiii8.03(d); provided that in connection with the foregoing, each of the Parent Guarantor and the Borrower will, and will cause each Subsidiary Loan Party to, take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 7.11, 7.12 and 7.15, in each case, on the terms set forth therein and to the extent applicable.

Fundamental Changes, Line of Business. (a) Each of Solely at all times during the Parent Guarantor and the Borrower CSAG Period, each Loan Party will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, merge into into, or consolidate with with, any other Person, or permit any other Person to merge into into, or consolidate with with, it or them, or otherwise liquidate or dissolve, except provided, that: (i) if, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing, (iA) any Wholly Owned Subsidiary of the Borrower may merge with, or consolidate with and into into, the Borrower in a transaction in which the Borrower is the surviving Person, (iiB) any Wholly Owned Subsidiary of the Borrower (A) that is (I) not a Subsidiary Loan Party may merge with, or consolidate with and into into, any other Wholly Owned Subsidiary of the Borrower Borrower, and (BII) that is a Subsidiary Loan Party may merge with, or consolidate with and into into, any other Wholly Owned Subsidiary of the Borrower in a transaction in which the surviving Person is a Subsidiary Loan Party, (iii) any Wholly Owned Subsidiary of the Borrower or the Parent Guarantor used primarily as a financing vehicle in connection with a Permitted Kansas Bond Financing may merge or consolidate with and into the Borrower or the Parent Guarantor; provided that the Borrower or the Parent Guarantor is the surviving Person of that merger or consolidation and the Permitted Kansas Bond Financing obligations attributable to such Subsidiary have been discharged in full and such Subsidiary shall have no other Indebtedness, (ivC) Permitted Acquisitions may be consummated through merger or consolidation consolidation, so long as the surviving Person is the Borrower (in the case of an acquisition by Acquisition by, or merger or consolidation with, the Borrower) or a Subsidiary Loan Party Guarantor (in the case of an acquisition by Acquisition by, or merger or consolidation, with a Subsidiary Loan Party) Guarantor), and (vD) any mergermerger with, or consolidation of into, a Person whose only assets are the subject of in connection with any Asset Sale permitted by Section 8.05(xiii)8.05; provided that and (ii) in connection with the foregoingany merger or consolidation referred to in clause (a)(i) above, each of the Parent Guarantor and the Borrower Loan Party will, and will cause each Subsidiary of its respective Subsidiaries that are Loan Party to, take all actions necessary or reasonably requested by the Collateral Agent Parties to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 7.11Section 7.12, 7.12 Section 7.13 and 7.15Section 7.14, in each case, on the terms set forth therein and to the extent applicable.. 139

Fundamental Changes, Line of Business. (a) Each of Solely at all times during the Parent Guarantor and the Borrower CSAG Period, each Loan Party will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, merge into into, or consolidate with with, any other Person, or permit any other Person to merge into into, or consolidate with with, it or them, or otherwise liquidate or dissolve, except provided, that: (i) if, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing, (iA) any Wholly Owned Subsidiary of the Borrower may merge with, or consolidate with and into into, the Borrower in a transaction in which the Borrower is the surviving Person, (iiB) any Wholly Owned Subsidiary of the Borrower (A) that is (I) not a Subsidiary Loan Party may merge with, or consolidate with and into into, any other Wholly Owned Subsidiary of the Borrower Borrower, and (BII) that is a Subsidiary Loan Party may merge with, or consolidate with and into into, any other Wholly Owned Subsidiary of the Borrower in a transaction in which the surviving Person is a Subsidiary Loan Party, (iii) any Wholly Owned Subsidiary of the Borrower or the Parent Guarantor used primarily as a financing vehicle in connection with a Permitted Kansas Bond Financing may merge or consolidate with and into the Borrower or the Parent Guarantor; provided that the Borrower or the Parent Guarantor is the surviving Person of that merger or consolidation and the Permitted Kansas Bond Financing obligations attributable to such Subsidiary have been discharged in full and such Subsidiary shall have no other Indebtedness, (ivC) Permitted Acquisitions may be consummated through merger or consolidation consolidation, so long as the surviving Person is the Borrower (in the case of an acquisition by Acquisition by, or merger or consolidation with, the Borrower) or a Subsidiary Loan Party Guarantor (in the case of an acquisition by Acquisition by, or merger or consolidation, with a Subsidiary Loan Party) Guarantor), and (vD) any mergermerger with, or consolidation of into, a Person whose only assets are the subject of in connection with any Asset Sale permitted by Section 8.05(xiii)8.05; provided that and (ii) in connection with the foregoingany merger or consolidation referred to in clause (a)(i) above, each of the Parent Guarantor and the Borrower Loan Party will, and will cause each Subsidiary of its respective Subsidiaries that are Loan Party to, take all actions necessary or reasonably requested by the Collateral Agent Parties to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 7.11Section 7.12, 7.12 Section 7.13 and 7.15Section 7.14, in each case, on the terms set forth therein and to the extent applicable.

Fundamental Changes, Line of Business. (a) Each of the Parent Guarantor and the Borrower will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with them, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (i) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with and into the Borrower in a transaction in which the Borrower is the surviving Person, (ii) any Wholly Owned Subsidiary of the Borrower (A) that is not a Subsidiary Loan Party may merge or consolidate with and into any Wholly Owned Subsidiary of the Borrower and (B) that is a Subsidiary Loan Party may merge or consolidate with and into any Wholly Owned Subsidiary of the Borrower in a transaction in which the surviving Person is a Wholly Owned Subsidiary of the Borrower and (if any party to such merger or consolidation is a Subsidiary Loan Party) is a Subsidiary Loan Party, (iii) any Wholly Owned Subsidiary of the Borrower or the Parent Guarantor used primarily as a financing vehicle in connection with a Permitted Kansas Bond Financing may merge or consolidate with and into the Borrower or the Parent Guarantor; provided that the Borrower or the Parent Guarantor is the surviving Person of that merger or consolidation and the Permitted Kansas Bond Financing obligations attributable to such Subsidiary have been discharged in full and such Subsidiary shall have no other Indebtedness, (iv) Permitted Acquisitions may be consummated through merger or consolidation so long as the surviving Person is the Borrower (in the case of an acquisition by the Borrower) or a Subsidiary Loan Party (in the case of an acquisition by a Subsidiary Loan Party) and (v) any merger, consolidation of a Person whose only assets are the subject of any Asset Sale permitted by Section 8.05(xiii6.05(xiii); provided that in connection with the foregoing, each of the Parent Guarantor and the Borrower will, and will cause each Subsidiary Loan Party to, take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 7.115.11, 7.12 5.12 and 7.155.16, in each case, on the terms set forth therein and to the extent applicable.

Fundamental Changes, Line of Business. (a) Each of Solely at all times during the Parent Guarantor and the Borrower SAG Period, each Loan Party will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, merge into into, or consolidate with with, any other Person, or permit any other Person to merge into into, or consolidate with with, it or them, or otherwise liquidate or dissolve, except provided, that: (i) if, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing, (iA) any Wholly Owned Subsidiary of the Borrower may merge with, or consolidate with and into into, the Borrower in a transaction in which the Borrower is the surviving Person, (iiB) any Wholly Owned Subsidiary of the Borrower (A) that is (I) not a Subsidiary Loan Party may merge with, or consolidate with and into into, any other Wholly Owned Subsidiary of the Borrower Borrower, and (BII) that is a Subsidiary Loan Party may merge with, or consolidate with and into into, any other Wholly Owned Subsidiary of the Borrower in a transaction in which the surviving Person is a Subsidiary Loan Party, (iii) any Wholly Owned Subsidiary of the Borrower or the Parent Guarantor used primarily as a financing vehicle in connection with a Permitted Kansas Bond Financing may merge or consolidate with and into the Borrower or the Parent Guarantor; provided that the Borrower or the Parent Guarantor is the surviving Person of that merger or consolidation and the Permitted Kansas Bond Financing obligations attributable to such Subsidiary have been discharged in full and such Subsidiary shall have no other Indebtedness, (ivC) Permitted Acquisitions may be consummated through merger or consolidation consolidation, so long as the surviving Person is the Borrower (in the case of an acquisition by Acquisition by, or merger or consolidation with, the Borrower) or a Subsidiary Loan Party Guarantor (in the case of an acquisition by Acquisition by, or merger or consolidation, with a Subsidiary Loan Party) Guarantor), and (vD) any mergermerger with, or consolidation of into, a Person whose only assets are the subject of in connection with any Asset Sale permitted by Section 8.05(xiii)8.05; provided that and (ii) in connection with the foregoingany merger or consolidation referred to in clause (a)(i) above, each of the Parent Guarantor and the Borrower Loan Party will, and will cause each Subsidiary of its respective Subsidiaries that are Loan Party to, take all actions necessary or reasonably requested by the Collateral Agent Parties to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 7.11, Section 7.12 and 7.15, in each case, on the terms set forth therein and to the extent applicable.. 77

Fundamental Changes, Line of Business. (a) Each of the Parent Guarantor and the Borrower The Borrowers will not, and will not permit any of their respective Subsidiaries Subsidiary (other than any Dormant Company) to, directly or indirectly, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with themit, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) a Borrower or any Wholly Owned Subsidiary of the Borrower (other than a Dormant Company) may merge with a Person that is not a Subsidiary if a Borrower (or consolidate with and into the such Subsidiary if a Borrower in is not a transaction in which the Borrower party to such merger) is the surviving Person, (ii) any Wholly Owned Subsidiary may merge into another Subsidiary (other than a Dormant Company); provided, that if any party to such merger is a Subsidiary Loan Party (other than a Dormant Company), the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of the all or substantially all of its assets to a Borrower or to a Subsidiary (A) other than a Dormant Company); provided, that is not a Subsidiary Loan Party may merge only sell, lease or consolidate with and into any Wholly Owned Subsidiary otherwise dispose of the all or substantially all of its assets to a Borrower and (B) that is a or 66 another Subsidiary Loan Party may merge or consolidate with and into any Wholly Owned Subsidiary of the Borrower in (other than a transaction in which the surviving Person is a Subsidiary Loan Party, (iii) any Wholly Owned Subsidiary of the Borrower or the Parent Guarantor used primarily as a financing vehicle in connection with a Permitted Kansas Bond Financing may merge or consolidate with and into the Borrower or the Parent Guarantor; provided that the Borrower or the Parent Guarantor is the surviving Person of that merger or consolidation and the Permitted Kansas Bond Financing obligations attributable to such Subsidiary have been discharged in full and such Subsidiary shall have no other IndebtednessDormant Company), (iv) Permitted Acquisitions any Subsidiary may be consummated through merger liquidate or consolidation so long as dissolve if the surviving Person Borrowers determine in good faith that such liquidation or dissolution is the Borrower (in the case best interests of an acquisition by the Borrower) or a Subsidiary Loan Party (in Borrowers and is not materially disadvantageous to the case of an acquisition by a Subsidiary Loan Party) Lenders and (v) any mergerSubsidiary may be sold so long as such sale is permitted under Section 7.6; provided, consolidation of that any merger involving a Person whose only assets are the subject of any Asset Sale that is not a Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.05(xiii); provided that in connection with the foregoing, each of the Parent Guarantor and the Borrower will, and will cause each Subsidiary Loan Party to, take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 7.11, 7.12 and 7.15, in each case, on the terms set forth therein and to the extent applicable7.4.

Fundamental Changes, Line of Business. (a) Each of the Parent Guarantor and the Borrower will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with them, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (i) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with and into the Borrower in a transaction in which the Borrower is the surviving Person, (ii) any Wholly Owned Subsidiary of the Borrower (A) that is not a Subsidiary Loan Party may merge or consolidate with and into any Wholly Owned Subsidiary of the Borrower and (B) that is a Subsidiary Loan Party may merge or consolidate with and into any Wholly Owned Subsidiary of the Borrower in a transaction in which the surviving Person is a Subsidiary Loan PartyBorrower, (iii) any Wholly Owned Subsidiary of the Borrower or the Parent Guarantor used primarily as a financing vehicle in connection with a Permitted Kansas Bond Financing may merge or consolidate with and into the Borrower or the Parent Guarantor; provided that the Borrower or the Parent Guarantor is the surviving Person of that merger or consolidation and the Permitted Kansas Bond Financing obligations attributable to such Subsidiary have been discharged in full and such Subsidiary shall have no other Indebtedness, (iv) Permitted Acquisitions may be consummated through merger or consolidation so long as the surviving Person is the Borrower (in the case of an acquisition by the Borrower) or a Subsidiary Loan Party (in the case of an acquisition by a Subsidiary Loan Party) and (v) any merger, merger or consolidation of a Person whose only assets are the subject of any Asset Sale permitted by Section 8.05(xiii8.05(m); provided that in connection with the foregoing, each of the Parent Guarantor and the Borrower will, and will cause each Subsidiary Loan Party to, take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 7.11, 7.12 and 7.15, in each case, on the terms set forth therein and to the extent applicable.