Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;

Fundamental Changes. Merge(a) The Borrower will not, dissolveand will not permit any Restricted Subsidiary to, liquidate, merge into or consolidate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in a series of transactions) all consolidate with it, or substantially all of its assets (whether now owned liquidate or hereafter acquired) to or in favor of any Persondissolve, 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 (ai) Holdings or any Restricted Subsidiary Person may merge into or consolidate with the Parent Borrower (including in a merger, the purpose of transaction in which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower is the surviving entity or (y) the other party is the surviving entity of such merger (in such event, such surviving entity shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent “Successor Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i”) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity is organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all assumes the Borrower’s obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent, Agent and (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Subsidiary Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to the Collateral Agreement and, if reasonably requested by the Administrative Agent, each other Security Agreement Document to which such Subsidiary Loan Party is a party confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counselit being understood that, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing conditions in clauses (A) through (C) are satisfied, then the Successor Parent Borrower will automatically succeed to, and be substituted for, the Parent Borrower under this Agreement;), (ii) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Subsidiary Loan Party, the surviving entity is or becomes a Subsidiary Loan Party, (iii) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (iv) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such liquidation or dissolution or change in legal form is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) The Borrower will not, and will not permit any Restricted Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and the Restricted Subsidiaries on the Effective Date and businesses reasonably related, complementary or ancillary thereto or a reasonable extension or expansion thereof as determined by the Borrower in good faith.

Fundamental Changes. Merge, dissolve, liquidate, The Borrower may not (1) consolidate or merge with or into another Person, or Dispose of Person (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any not the Borrower is the surviving Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that or (x2) the Parent Borrower shall be the continuing sell, assign, transfer, convey or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose otherwise dispose of all or substantially all of the properties or assets of the Borrower and its assets Subsidiaries taken as a whole, in one or more related transactions to another Person (upon voluntary liquidation or otherwise) including pursuant to the Parent Borrower or another Restricted Subsidiarya Division); provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be;unless: (da) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that either: (i) the Parent Borrower shall be is the continuing or surviving corporation Person; or (ii) if the Person formed by or surviving any such consolidation or merger (if other than the Borrower) or consolidation to which such sale, assignment, transfer, conveyance or other disposition has been made is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity a Person organized or existing under the laws of the United States, any state thereofof the United States, the District of Columbia or any territory thereofthereof (the Borrower or such Person, as the case may be, being herein called the “Successor Borrower”); (Bb) the Successor Parent Borrower shall expressly assume (if other than the Borrower) assumes all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower it is a party pursuant by executing a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (c) immediately after such transaction no Default or Event of Default exists; (d) [reserved]; (e) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee in connection with such transaction and (y) any party to any such consolidation or merger that does not survive or become the Successor Borrower) shall have delivered a supplement hereto joinder or thereto other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guarantee; and (Cf) each Guarantor, unless it is Subsidiary Guarantor (other than (x) any Subsidiary that will be released from its grant or pledge of Collateral under the other Security Agreement in connection with such transaction and (y) any party to any such consolidation or merger that does not survive or consolidation, become the Successor Borrower) shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply Security Agreement or another document or instrument in form reasonably satisfactory to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed Administrative Agent affirmed that its obligations thereunder shall apply to its Guarantee as confirmed pursuant to clause (e) above; provided that, for the Successor Parent Borrower’s obligations under purposes of this AgreementSection 8.6 only, neither a Music Publishing Sale nor a Recorded Music Sale will be deemed to be a sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of the Borrower and its Subsidiaries taken as a whole. For the avoidance of doubt, (E1) each mortgagor the Borrower may therefore consummate a Music Publishing Sale without complying with this Section 8.6 notwithstanding anything to the contrary in this Section 8.6, (2) the Borrower may therefore consummate a Recorded Music Sale without complying with this Section 8.6 notwithstanding anything to the contrary in this Section 8.6 and (3) the determination in the preceding proviso shall not affect the determination of what constitutes all or substantially all the assets of the Borrower under any other contract to which the Borrower is a party. For the purpose of this Section 8.6, with respect to any sale, lease, transfer, conveyance or other disposition of properties or assets in connection with any acquisition (including any acquisition by means of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement with or into the Borrower or any Collateral Document comply with this Agreement; providedRestricted Subsidiary), furtherthe determination of whether such sale, that if lease, transfer, conveyance or disposition constitutes a sale of all or substantially all of the properties or assets of the Borrower and its Subsidiaries taken as a whole shall be made on a pro forma basis giving effect to such acquisition. This Section 8.6 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Borrower and its Restricted Subsidiaries. Notwithstanding the foregoing are satisfiedclause (c), (x) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Successor Parent Borrower will succeed to, or to another Restricted Subsidiary and be substituted for, (y) the Parent Borrower under this Agreement;may merge with an Affiliate incorporated solely for the purpose of reincorporating the Borrower in another state of the United States.

Fundamental Changes. Merge, dissolve, liquidate, (a) No Consolidated Entity will merge into or consolidate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in a series of transactions) all consolidate with it, or substantially all of its assets (whether now owned liquidate or hereafter acquired) to or in favor of any Persondissolve, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries if at the time of such merger or consolidation other than the Parent Borrower and, thereof and immediately after giving effect to such merger or consolidation, the direct parent of the Parent Borrower thereto no Default shall expressly assume all the obligations of Holdings under this Agreement have occurred and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; continuing (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that in a transaction in which the Parent Borrower is not a Loan Party and the surviving corporation, (ii) any Restricted Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action liquidation or dissolution is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if Borrower, is not materially disadvantageous to the Lenders; (c) Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any Restricted Subsidiary may Dispose assets or business not otherwise disposed of all or substantially all transferred in accordance with Section 6.06, or, in the case of its assets (upon voluntary liquidation any such business, discontinued, shall be transferred to, or otherwise) to otherwise owned or conducted by, the Parent Borrower or another Restricted Subsidiarya Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if the transferor any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in such a transaction in which a Foreign Subsidiary that is a U.S. Loan Party or Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (iPermitted Acquisition permitted by Section 6.04(e) so long as no Default exists or would result therefrom and after giving effect thereto the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for Person surviving such merger or consolidation is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in accordance with Section 1.10, the Parent Borrower may merge with such Consolidated Entity. (b) No Consolidated Entity will engage to any material extent in any business other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws than businesses of the United States, any state thereof, type conducted by the District Consolidated Entities on the date of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations execution of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form businesses reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;related thereto.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (i) the transferee must be a U.S. Loan Party or Foreign (ii) to the extent constituting an Investment or giving rise to the incurrence of Indebtedness, such Investment must be a permitted Investment in or such Indebtedness must be Indebtedness of a Restricted Subsidiary which is not a Loan PartyParty in accordance with Sections 7.02 and 7.03, as the case may berespectively; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement Agreement, and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge or consolidate with any other Person (i) in order to effect an Investment permitted pursuant to Section 7.02 or (ii) for any other purpose; provided that (A) the continuing or surviving Person shall be the Borrower or a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the applicable requirements of Section 6.11; and (B) in the case of subclause (ii) only, if (1) the merger or consolidation involves a Guarantor and such Guarantor is not the surviving Person, the surviving Restricted Subsidiary shall expressly assume all the obligations of such Guarantor under this Agreement and the other Loan Documents to which the Guarantor is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (2) the Secured Leverage Ratio for the Test Period immediately preceding such merger or consolidation calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10 is less than or equal to 4.5 to 1.0; (f) the Merger may be consummated; and (g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Prior to a Trigger Event, (i) Parent may merge with Holdings (it being understood that either entity may be the continuing or surviving Person), (ii) Parent may merge with Topco (it being understood that either entity may be the continuing or surviving Person), (iii) Topco may merge with Holdings (it being understood that either entity may be the continuing or surviving Person), (iv) any of Parent, Topco or Holdings may merge with any newly formed Subsidiary Guarantor that is a direct or indirect parent of the Lead Borrower and (v) Parent, Topco or Holdings may liquidate or dissolve; provided that, in each case, (x) after giving effect to any such transaction, at least one of Parent, Topco, Holdings or such newly formed Subsidiary Guarantor shall remain as an immediate parent of the Lead Borrower, (y) all of the Equity Interests of the LifeCell Group then held by Parent and its Subsidiaries shall be held directly or indirectly by Parent, Topco, Holdings or such newly formed Subsidiary Guarantor and (z) the Company determines in good faith that such action is in the best interests of the Company and its Subsidiaries and is not materially disadvantageous to the Lenders; (b) any Restricted Subsidiary may merge or consolidate with (i) the Parent Lead Borrower (including a merger, merger the purpose of which is to reorganize the Parent Borrower into in a new jurisdictionState within the United States); provided that (x) the Parent Lead Borrower shall be the continuing or surviving Person, (y) after giving effect to any such merger transaction, at least one of Parent, Topco or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws Holdings shall remain as an immediate parent of the United States, any state thereof or the District of Columbia Lead Borrower and (z) in the case all of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the LifeCell Group then held by Parent Borrower and its Subsidiaries shall be pledged as Collateralheld directly or indirectly by Parent, Topco, Holdings or any Subsidiary Guarantor formed in accordance with Section 7.04(a) that is a direct or indirect parent of the Lead Borrower, or (ii) any one or more other Restricted Subsidiaries; provided that when any Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and Party, (ii) (A) any Subsidiary (other than Holdings or Topco) may liquidate or dissolve, or (B) any Restricted Subsidiary may liquidate or dissolve or change its legal form form, in each case, if in either case, the Parent Borrower Company determines in good faith that such action is in the best interests of the Parent Borrower Company and its Restricted Subsidiaries and if is not materially disadvantageous to the Lenders and (iii) the Company may change its legal form if it determines in good faith that such action is in the best interests of the Company and its Subsidiaries, and the Administrative Agent reasonably determines it is not disadvantageous to the Lenders; (cd) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (i) the transferee must be a U.S. Loan Party or Foreign (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan PartyParty in accordance with Section 7.02 and Section 7.03, as the case may berespectively; (d) (ie) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Lead Borrower may merge with any other Person; provided that (i) the Parent Lead Borrower shall be the continuing or surviving corporation corporation; (f) so long as no Default exists or (ii) if would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the Person formed by continuing or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower Person shall be an entity organized or existing under the laws a Restricted Subsidiary, which together with each of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidationits Restricted Subsidiaries, shall have by a supplement to complied with the Guaranty confirmed that its Guarantee requirements of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, Section 6.11; (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (Fg) the Parent Borrower shall have delivered to Acquisition and the Administrative Agent an officer’s certificate and an opinion of counselLifeCell Restructuring may be consummated; and (h) so long as no Default exists or would result therefrom, each stating that such merger a merger, dissolution, liquidation, consolidation or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfiedDisposition, the Successor Parent Borrower will succeed topurpose of which is to effect a Disposition permitted pursuant to Section 7.05, and may be substituted for, the Parent Borrower under this Agreement;effected.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than as part of the Transactions), except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, Person and (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateralany territory thereof; (i) any Restricted Subsidiary of the Borrower that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and Party, (ii) any Restricted Subsidiary of the Borrower may merge or consolidate with or into any other Restricted Subsidiary of the Borrower that is a Loan Party, (iii) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States shall be permitted and (iv) any Restricted Subsidiary of the Borrower may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its the Restricted Subsidiaries and if is not materially disadvantageous to the Lenders; provided that, in the case of clause (iv), the Person who receives the assets of any dissolving or liquidated Restricted Subsidiary that is a Guarantor shall be a Loan Party or such disposition shall otherwise be permitted under Section 7.06 or the definition of “Permitted Investments”; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Event of Default (or, to the extent relating to a Permitted Acquisition, no Event of Default under Section 8.01(a) or (f)) exists or would result therefrom and (in each case, in the Parent Borrower shall case of a Permitted Acquisition which is a Limited Condition Acquisition, such determination to be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with subject to Section 1.10), the Parent Borrower may merge or consolidate with (or Dispose of all or substantially all of its assets to) any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (or, in connection with a Disposition of all or substantially all of the Borrower’s assets, is the transferee of such assets) (any such Person, the a “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement supplements hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) immediately after giving pro forma effect to any such transaction and any related financing transaction, as if such transactions had occurred at the beginning of the applicable four-quarter period, (1) the Successor Borrower would be permitted to incur at least $1.00 of Permitted Ratio Debt, or (2) the Fixed Charge Coverage Ratio for the Borrower would be greater than the Fixed Charge Coverage Ratio for the Borrower immediately prior to such transaction, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty (or in another form reasonably satisfactory to the Administrative Agent) confirmed that its Guarantee Guaranty of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (DE) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement (or in another form reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (EF) if reasonably requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Collateral Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement Agreement, and (FG) the Parent Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement; (e) so long as no Event of Default (or, to the extent relating to a Permitted Acquisition, no Event of Default under Section 8.01(a) or (f)) exists or would result therefrom, Holdings may merge or consolidate with (or Dispose of all or substantially all of its assets to) any other Person; provided that (A) a new Holdings shall be the continuing or surviving Person or (B) if (i) the Person formed by or surviving any such merger or consolidation is not a Holdings entity, (ii) a Holdings entity is not the Person into which the applicable previous Holdings has been liquidated or (iii) in connection with a Disposition of all or substantially all of a Holdings entity’s assets, the Person that is the transferee of such assets is not a Holdings entity (any such Person, a “Successor Holdings”), (1) the Successor Holdings shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (3) if reasonably requested by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, the applicable Holdings under this Agreement; (f) any Restricted Subsidiary may merge or consolidate with (or Dispose of all or substantially all of its assets to) any other Person in order to effect a Permitted Investment or other Investment permitted pursuant to Section 7.06; provided, that, solely in the case of a merger or consolidation involving a Loan Party, no Event of Default (or, to the extent relating to a Permitted Acquisition, no Event of Default under Section 8.01(a) or (f)) exists or would result therefrom; provided, further, that the continuing or surviving Person shall be the Borrower or a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the applicable requirements of Section 6.11 and Article XII; (g) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e)); and (h) the Loan Parties and the Restricted Subsidiaries may consummate the Transactions.

Fundamental Changes. Merge(a) The Borrower will not, dissolveand will not permit any Subsidiary Loan Party to, liquidate, merge into or consolidate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in a series of transactions) all consolidate with it, or substantially all of its assets (whether now owned liquidate or hereafter acquired) to or in favor of any Persondissolve, except that: , if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (ai) Holdings or any Restricted Subsidiary may merge or consolidate with into the Parent Borrower in a transaction in which the Borrower is the surviving corporation, (including ii) the Borrower may merge into a merger, wholly owned Subsidiary of the Borrower for the sole purpose of which is to reorganize effecting a change in the Parent Borrower into a new jurisdiction); jurisdiction of organization of the Borrower, provided that (xA) the Parent Borrower shall be the continuing or surviving Personsuch Subsidiary is not a Foreign Subsidiary, (yB) such merger or consolidation does not result Subsidiary is a corporation organized for the sole purpose of effecting a change in the Parent Borrower ceasing to be incorporated under the Laws jurisdiction of organization of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, prior to the consummation of such merger, owns no Equity Interests in any entity, (C) after giving effect to such merger or consolidationmerger, such Subsidiary shall be the direct parent surviving entity and, for purposes of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents Documents, shall be deemed to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory be the "Borrower" and shall succeed to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party rights and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto Documents, and such Subsidiary shall enter into an instrument in form and substance reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless Agent stating that it is has become the "Borrower" and has succeeded to the rights and obligations of the Borrower under this Agreement and the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this AgreementLoan Documents, (D) each Loan Party, unless it is the other party immediately after giving effect to such merger or consolidationmerger, shall have by each Person that was a supplement to each Security Agreement confirmed that its obligations thereunder shall apply shareholder of the Borrower prior to the Successor Parent Borrower’s obligations under this Agreementconsummation of such merger shall become a shareholder of such Subsidiary, and each such Person shall own Equity Interests in the reorganized Borrower having an aggregate voting power equal to those Equity Interests in the Borrower held by such Person prior to such merger, (E) each mortgagor the Administrative Agent shall have received notice of such merger 30 days prior to the consummation of such merger, (F) prior to the consummation of such merger, the Borrower shall have taken all actions necessary pursuant to Section 5.13 to cause the Collateral and Guarantee Requirement to be and remain satisfied after giving effect to the merger and (G) the Borrower and such Subsidiary shall deliver all legal opinions relating to the matters set forth in the preceding clauses (A) through (F) as may be reasonably requested by the Administrative Agent, (iii) any Subsidiary Loan Party may merge into any Subsidiary Loan Party in a Mortgaged Propertytransaction in which the surviving entity is a Subsidiary Loan Party, unless (iv) the Borrower may permit another Person to merge into it in order to effect a Permitted Acquisition in which the Borrower is the surviving entity, (v) a Subsidiary Loan Party may merge into another Person, or may permit another Person to merge into it, in order to effect a Permitted Acquisition in which the surviving entity is a Subsidiary Loan Party and (vi) any Subsidiary Loan Party (other party than a License Subsidiary) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or consolidationshall not be permitted unless also permitted by Section 6.04. (b) The Borrower will not, shall have by an amendment to or restatement and will not permit any of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed Subsidiary Loan Parties to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and be substituted for, the Parent Borrower under this Agreement;Subsidiary Loan Parties on the Effective Date and businesses reasonably related thereto.

Fundamental Changes. MergeThe Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, Person or Dispose of (whether reorganize itself in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personnon-U.S. jurisdiction, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a mergeri) any Loan Party, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower Loan Party shall be the continuing or surviving Person, Person or (yii) such merger any one or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation more other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as CollateralSubsidiaries; (ib) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower Borrower, the Guarantor or another Restricted Subsidiary; provided ; (c) Investments that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must are permitted under Section 7.02 shall be a U.S. Loan Party or Foreign Loan Party, as the case may bepermitted under this Section 7.04; (d) [reserved]; and (ie) so long as no Default exists any Restricted Subsidiary or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge or consolidate with any other PersonPerson that is not a Subsidiary in connection with an Investment permitted under Section 7.02; provided that (i) in the Parent case of a merger or consolidation involving the Borrower, (A) the Borrower shall be the continuing or surviving corporation Person or (iiB) if the Person formed by or surviving any such merger or consolidation is not the Parent a Borrower (any such Person, the “Successor Parent Borrower”), (A1) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United StatesU.S., any state thereof, thereof or the District of Columbia or any territory thereofColumbia, (B2) the Successor Parent Borrower shall expressly assume all of the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent and (3) the Guarantor shall expressly reaffirm its Guarantee of the Obligations pursuant to a supplement in form and substance reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is ; provided that the Borrower agrees to provide any documentation and other party to such merger or consolidation, information about the Successor Borrower as shall have been reasonably requested in writing by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to any Lender through the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation and (ii) in the case of any merger or consolidation involving the Guarantor and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if a Restricted Subsidiary and not involving the foregoing are satisfiedBorrower, the Successor Parent Borrower will succeed to, and continuing or surviving Person must be substituted for, the Parent Borrower under this Agreement;Guarantor (or become the Guarantor upon the consummation thereof).

Fundamental Changes. Merge(a) Neither Holdings nor the Borrower will, dissolvenor will they permit any of their Restricted Subsidiaries to, liquidate, merge into or consolidate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in a series of transactions) all consolidate with it, or substantially all of its assets (whether now owned liquidate or hereafter acquired) to or in favor of any Persondissolve, except that: , if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (ai) Holdings or any Restricted Subsidiary Person may merge into or consolidate with the Parent Borrower (including in a merger, transaction in which the purpose of which Borrower is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof entity or the District of Columbia and surviving entity (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), ) (A) the Successor Parent Borrower shall be an entity is organized or existing under the laws of the United States, any state thereof, the District States of Columbia or any territory thereofAmerica, (B) expressly assumes the Successor Parent Borrower shall expressly assume all the Borrower’s obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Subsidiary Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to the Collateral Agreement (and, if reasonably requested by the Administrative Agent, each other applicable Security Agreement Document) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, Agreement and (ED) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, provided that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;, (ii) any Person (other than Holdings and the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party, (iii) any Restricted Subsidiary other than the Borrower may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (iv) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04, and (v) the Borrower or any Restricted Subsidiary may engage in a merger, consolidation, dissolution or liquidation, the purpose of which is to effect a disposition permitted pursuant to Section 6.05. (b) The Borrower will not, and Holdings and the Borrower will not permit any Restricted Subsidiary to, engage to any material extent in any business other than businesses of the type to be conducted by the Borrower and the Restricted Subsidiaries as described in the Form 10 and businesses reasonably related, incidental or ancillary thereto. (c) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, Holdings will not (i) engage in any business or activity other than the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto and compliance with its obligations under the Loan Documents, (ii) own or acquire any assets (other than Equity Interests of the Borrower, cash and Permitted Investments), (iii) incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities) or (iv) incur or permit to exist any Liens on any of its assets (other than the Liens created by the Loan Documents and Liens imposed by law).

Fundamental Changes. Mergeof the Credit Agreement is hereby amended by inserting the following text immediately preceding the period (“.”) at the end of said Section: “; provided, that the Borrower may, or may cause its Subsidiaries to, liquidate, wind up, dissolve, liquidate, consolidate deregister or take similar action with respect to (i) any of the Foreign Subsidiaries listed on Schedule 7.04(a) (Dormant Foreign Subsidiaries) or into another Person, or Dispose (ii) any Permitted Restructured Foreign Subsidiary that the Administrative Agent approves in writing (such approval shall be subject to the Administrative Agent’s receipt and review of (whether in one transaction x) a certificate from a Responsible Officer of the Borrower certifying that (A) such Permitted Restructured Foreign Subsidiary meets the definition of “Permitted Restructured Foreign Subsidiary”, (B) the contemplated liquidation, windup, dissolution, deregistration or in a series similar action of transactionssuch Permitted Restructured Foreign Subsidiary is necessary for or beneficial to (taking into account all relevant factors) all or the Borrower and its Subsidiaries, (C) substantially all of its the assets (whether now owned of such Permitted Restructured Foreign Subsidiary have been transferred or hereafter acquired) to or will be transferred in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate connection with the Parent contemplated liquidation, wind up, dissolution, deregistration or similar action to the Borrower or a Subsidiary of the Borrower (including or that such assets have been otherwise Disposed (or will be Disposed in connection with the contemplated liquidation, wind up, dissolution, deregistration or similar action) pursuant to a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (xDisposition permitted by this Agreement) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (zD) in the case no Default or Event of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings Default shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, occurred and be continuing both before and immediately after giving effect to such merger liquidation, wind up, dissolution, deregistration or consolidationsimilar action and (y) any other documentation or information, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto financial or thereto in form reasonably satisfactory to otherwise, that the Administrative Agent andreasonably requests, for the avoidance of doubtincluding, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines without limitation, calculations in good faith reasonable detail supporting Borrower’s certification that such action is in Permitted Restructured Foreign Subsidiary meets the best interests definition of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted “Permitted Restructured Foreign Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if in connection with strategic tax planning by the foregoing are satisfiedBorrower and its Subsidiaries, notwithstanding anything to the contrary in this Agreement, but subject to each Loan Party’s obligations under Section 6.14 and Section 6.20 of this Agreement to the extent applicable, (i) the Borrower may, or may cause its Subsidiaries to, restructure the ownership of those Foreign Subsidiaries identified on Schedule 7.04(b)(Restructured Foreign Subsidiaries), including in a manner that may result in one or more of such Foreign Subsidiaries becoming Subsidiaries of other Foreign Subsidiaries of the Borrower and no longer being owned directly by a Loan Party, and (ii) with the prior written consent of the Administrative Agent, the Successor Parent Borrower will succeed may, or may cause its Subsidiaries to, restructure the ownership of Permitted Restructured Foreign Subsidiaries, including in a manner that may result in such Permitted Restructured Foreign Subsidiaries becoming subsidiaries of other Foreign Subsidiaries of Borrower and no longer being owned directly by a Loan Party, subject to the Administrative Agent’s receipt and review of (x) a certificate from a responsible officer of the Borrower confirming that (1) each entity subject to the proposed restructuring meets the definition of “Permitted Restructured Foreign Subsidiary”, and (2) no Default or Event of Default shall have occurred and be substituted forcontinuing both before and immediately after giving effect to such restructuring, and (y) any other documentation or information, financial or otherwise, that the Administrative Agent reasonably requests, including, without limitation, calculations in reasonable detail supporting Borrower’s certification that such Permitted Restructured Foreign Subsidiary meets the definition of “Permitted Restructured Foreign Subsidiary”. In accordance and compliance with Section 9.11(b) (Collateral and Guaranty Matters), the Parent Borrower under Administrative Agent is authorized, without further action or consent of the Lenders or L/C Issuer, to release any Pledged Stock of any Foreign Subsidiary set forth on Schedule 7.04(a) or Schedule 7.04(b), together with each Subsidiary of such Foreign Subsidiary, and any Permitted Restructured Foreign Subsidiary in connection with any liquidation, wind up, dissolution, deregistration or similar action or restructuring permitted pursuant to this Agreement;Section 7.04 (Fundamental Changes) upon the occurrence of such event or, to the extent reasonably necessary to facilitate the occurrence of such contemplated event, prior to such event, as well as in connection with any Permitted Intercompany Merger.”.

Fundamental Changes. Merge, dissolve, liquidate, The Borrower will not consolidate with or into another Personmerge with or into, or Dispose transfer all or substantially all, or any substantial portion, of (whether its properties and assets to one or more Persons in one transaction or in a series of transactionsrelated transactions unless (i) if the Borrower is the surviving entity in any such consolidation or merger, after giving effect to such transaction, there would not exist any Default or Event of Default hereunder, (ii) if the Borrower is not the surviving entity in any such consolidation or merger, each of the Lenders (or in the case of any such consolidation or merger which is in the nature of an internal corporate reorganization of only the Borrower and its Subsidiaries and does not, in the reasonable judgment of the Required Lenders, affect, in any material respect, the creditworthiness of the Borrower, the Required Lenders) consents to such consolidation or merger in advance or (iii) if the Borrower transfers all or substantially all, or any substantial portion, of its properties and assets, the transferee or transferees thereto are wholly owned Subsidiaries (except the transferee or transferees of any substantial portion of its properties and assets, but not all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personproperties and assets, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall not be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing required to be incorporated under wholly owned Subsidiaries if the Laws of transfer is for fair consideration as reasonably determined by the United States, Borrower) and any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings transferee that is a party domestic Subsidiary becomes a Loan Guarantor hereunder pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is Joinder Agreement substantially in the best interests form of Exhibit D (it being understood that the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee on behalf of the Obligations Lenders, may agree to amendments hereto solely to provide for such guarantor arrangements as they may reasonably determine are necessary or useful). For the purposes of this Section, “Subsidiary” of the Borrower shall apply to include any partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor happening of a Mortgaged Property, unless it is the other party contingency) to such merger or consolidation, shall have by an amendment to or restatement elect a majority of the applicable Mortgage (board of directors or other instrument reasonably satisfactory to managers thereof are at the Administrative Agent) confirmed that its obligations thereunder shall apply to time owned, or the Successor Parent management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by the Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as CollateralAgent; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (i) the transferee must be a U.S. Loan Party or Foreign (ii) to the extent constituting an Investment or giving rise to the incurrence of Indebtedness, such Investment must be a permitted Investment in or such Indebtedness must be Indebtedness of a Restricted Subsidiary which is not a Loan PartyParty in accordance with Sections 7.02 and 7.03, as the case may berespectively; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement Agreement, and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge or consolidate with any other Person (i) in order to effect an Investment permitted pursuant to Section 7.02 or (ii) for any other purpose; provided that (A) the continuing or surviving Person shall be the Borrower or a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the applicable requirements of Section 6.11; and (B) in the case of subclause (ii) only, if (1) the merger or consolidation involves a Guarantor and such Guarantor is not the surviving Person, the surviving Restricted Subsidiary shall expressly assume all the obligations of such Guarantor under this Agreement and the other Loan Documents to which the Guarantor is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (2) the Senior Secured Leverage Ratio for the Test Period immediately preceding such merger or consolidation is less than or equal to 4.5 to 1.0 (calculated on a Pro Forma Basis); (f) the Merger may be consummated; and (g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom: (a) Holdings or any Restricted Subsidiary may merge or consolidate with (i) the Parent Lead Borrower (including a merger, the purpose of which is to reorganize the Parent Lead Borrower into a new jurisdiction); provided , provided, that (x) the Parent Lead Borrower shall be the continuing or surviving Person, (y) such merger Person or consolidation does not result in the Parent Borrower ceasing to surviving Person shall be incorporated a Person organized and existing under the Laws laws of the United States, States or any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party Lead Borrower pursuant to a supplement hereto or thereto in form documents reasonably satisfactory acceptable to the Administrative Agent andor (ii) any one or more other Restricted Subsidiaries, for provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the avoidance of doubt, the Equity Interests of the Parent Borrower Guarantor shall be pledged as Collateralthe continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03; (i) any Restricted Subsidiary that is not a Loan Party may merge merge, amalgamate or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve dissolve, or the Lead Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the ABL Obligations is not adversely affected thereby) change its legal form if the Parent Lead Borrower determines in good faith that such action is in the best interests interest of the Parent Lead Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the LendersLenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Lead Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan PartyGuarantor, then (i) the transferee must either be the Lead Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a U.S. permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party or Foreign Loan Partyin accordance with Sections 7.02 and 7.03, as the case may berespectively; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower any Restricted Subsidiary may merge with any other PersonPerson in order to effect an Investment permitted pursuant to Section 7.02; provided provided, that (i) the Parent Borrower shall be the continuing or surviving corporation Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) if to the Person formed by extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and (e) a merger, dissolution, liquidation, consolidation or surviving any such merger or consolidation is not the Parent Borrower (any such PersonDisposition, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws purpose of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents which is to which the Parent Borrower is effect a party Disposition permitted pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, Section 7.05 (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;than Section 7.05(f)(A)).

Fundamental Changes. MergeThe Borrower shall not, dissolvenor shall the Borrower permit any Subsidiary to, liquidateconsolidate, consolidate amalgamate or merge with or into or wind up into another Person, or Dispose liquidate or dissolve or dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than as part of the Transactions), except that: (a1) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that that (xa) the Parent Borrower shall be the continuing or surviving Person, , (yb) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia and Columbia, and (zc) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, , (i) Holdings shall not be an obligor in respect of any Indebtedness that is not permitted to be Indebtedness of the Borrower under this Agreement, (ii) Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, Borrower, (iii) no Event of Default exists at such time or after giving effect to such merger or consolidationtransaction, the and (iv) after giving effect to such transaction, a direct parent of the Parent Borrower shall will (A) expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for (acting at the avoidance Direction of doubt, the Required Lenders) and the Borrower and (B) pledge 100% of the Equity Interests of the Parent Borrower shall be pledged held by such direct parent to the Administrative Agent as CollateralCollateral to secure the Obligations in form reasonably satisfactory to the Administrative Agent (acting at the Direction of the Required Lenders) and the Borrower; (ia) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and Party, (iib) any Restricted Subsidiary may merge or consolidate with or into any other Subsidiary that is a Loan Party; provided that a Loan Party shall be the continuing or surviving Person; (c) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States will be permitted; and (d) any Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted the Subsidiaries and if is not materially disadvantageous to the Lenders; provided that in the case of clause (d), the Person who receives the assets of such dissolving or liquidated Subsidiary that is a Guarantor shall be a Loan Party or such disposition shall otherwise be permitted under Section 7.05 or the definition of “Permitted Investments”; (c3) any Restricted Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i4) so long as no Event of Default exists has occurred and is continuing or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge or consolidate with (or dispose of all or substantially all of its assets to) any other Person; provided that (ia) the Parent Borrower shall be the continuing or surviving corporation or (iib) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (or, in connection with a disposition of all or substantially all of the Borrower’s assets, is the transferee of such assets) (any such Person, the a “Successor Parent Borrower”), ): (i) the Successor Borrower will: (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereof, Columbia, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, Agent (acting at the Direction of the Required Lenders) and the Borrower and (C) deliver to the Administrative Agent (I) an Officer’s Certificate stating that such merger or consolidation or other transaction and such supplement to this Agreement or any Loan Document (as applicable) comply with this Agreement and (II) an Opinion of Counsel including customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent (acting at the Direction of the Required Lenders); (ii) substantially contemporaneously with such transaction (or at a later date as agreed by the Administrative Agent) (acting at the Direction of the Required Lenders), (A) each Guarantor, unless it is the other party to such merger or consolidation, shall have will by a supplement to the Guaranty confirmed that (or in another form reasonably satisfactory to the Administrative Agent (acting at the Direction of the Required Lenders) and the Borrower) reaffirm its Guarantee Guaranty of the Obligations shall apply to (including the Successor Parent Borrower’s obligations under this Agreement, ), (DB) each Loan Party, unless it is the other party to such merger or consolidation, shall have will, by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply (or in another form reasonably satisfactory to the Successor Parent Borrower’s obligations under this AgreementAdministrative Agent), confirm its grant or pledge thereunder, (EC) if reasonably requested by the Administrative Agent (acting at the Direction of the Required Lenders), each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have will, by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed Collateral Agent and the Borrower), confirm that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement; (iii) [reserved]; and (iv) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received at least two (2) Business Days prior to the consummation of such transaction all documentation and other information in respect of the Successor Borrower required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Beneficial Ownership Regulations; provided further that if the foregoing are satisfied, the Successor B▇▇▇▇▇▇▇ will succeed to, and be substituted for, the Borrower under this Agreement; (5) so long as no Event of Default has occurred and is continuing or would result therefrom, Holdings may merge or consolidate with (or dispose of all or substantially all of its assets to) any other Person; provided that (a) Holdings will be the continuing or surviving Person or (b) if: (i) the Person formed by or surviving any such merger or consolidation is not Holdings, (ii) Holdings is not the Person into which the applicable Person has been liquidated or (iii) in connection with a disposition of all or substantially all of Holding’s assets, the Person that is the transferee of such assets is not Holdings (any such Person described in the preceding clauses (i) through (iii), a “Successor Holdings”), then the Successor Holdings will: (A) be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (B) expressly assume all the obligations of Holdings under this Agreement and (F) the Parent Borrower shall have delivered other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and the Borrower (acting at the Direction of the Required Lenders), (C) pledge 100% of the Equity Interests of the Borrower held by such Successor Holdings to the Administrative Agent as Collateral to secure the Obligations in accordance with the Security Agreement or otherwise in form and substance reasonably satisfactory to the Administrative Agent (acting at the Direction of the Required Lenders) and the Borrower, (D) if requested by the Administrative Agent, deliver, or cause the Borrower to deliver, to the Administrative Agent (I) an officerOfficer’s certificate and an opinion of counsel, each Certificate stating that such merger or consolidation or other transaction and such supplement to this Agreement or any Collateral Document (as applicable) comply with this AgreementAgreement and (II) an Opinion of Counsel including customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent (acting at the Direction of the Required Lenders); providedand (iv) to the extent reasonably requested by the Administrative Agent, furtherthe Administrative Agent shall have received at least two (2) Business Days prior to the consummation of such transaction all documentation and other information in respect of the Successor Holdings required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Beneficial Ownership Regulations; provided further that if the foregoing are satisfied, the Successor Parent Borrower Holdings will succeed to, and be substituted for, the Parent Borrower Holdings under this Agreement; (6) any Subsidiary may merge or consolidate with (or dispose of all or substantially all of its assets to) any other Person in order to effect a Permitted Investment or other investment permitted pursuant to Section 7.05; provided that solely in the case of a merger or consolidation involving a Loan Party, no Event of Default exists or would result therefrom; provided further that the continuing or surviving Person will be (a) the Borrower or (b) a Subsidiary, in each case, which together with each of its Subsidiaries, will have complied with the applicable requirements of Section 6.11; (7) a merger, dissolution, liquidation, consolidation or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 7.04 or a disposition that does not constitute any Asset Sale (other than a transaction described in clause (b) of the definition of Asset Sale); (8) the Borrower, Holdings and any Subsidiary may (a) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of the Borrower or the laws of a jurisdiction in the United States and (b) change its name; and (9) the Loan Parties and the Subsidiaries may consummate the Transactions.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, no Existing 2016 Notes shall remain outstanding at the time of such merger or consolidation, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as CollateralAgent; (i) any Restricted Subsidiary that is not a Non-Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Non- Loan Party, (ii) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary of the Borrower that is a Loan Party, (iii) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States shall be permitted (provided that the surviving Person shall be a Loan Party) and (iiiv) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (i) the transferee must be a U.S. Loan Party or Foreign (ii) to the extent constituting an Investment or giving rise to the incurrence of Indebtedness, such Investment must be a permitted Investment in or such Indebtedness must be Indebtedness of a Restricted Subsidiary which is not a Loan PartyParty in accordance with Sections 7.02 and 7.03, as the case may berespectively; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate certificate, if requested by the Administrative Agent, and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge or consolidate with any Person other than the Borrower (i) in order to effect an Investment permitted pursuant to Section 7.02 or (ii) for any other purpose; provided that (A) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11; and (B) in the case of subclause (ii) only, (1) if the merger or consolidation involves a Guarantor and such Guarantor is not the surviving Person, the surviving Restricted Subsidiary shall expressly assume all the obligations of such Guarantor under this Agreement and the other Loan Documents to which the Guarantor is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (2) the Borrower shall be in compliance with the financial covenant set forth in Article VIII to the extent then applicable (calculated on a Pro Forma Basis); and (f) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall not be an obligor in respect of any Qualified Holding Company Debt or other Indebtedness that is not permitted to be Indebtedness of the Borrower under this Agreement, shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as CollateralAgent; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party, (ii) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary of the Borrower that is a Loan Party, (iii) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States shall be permitted and (iiiv) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the Lenders; provided, that (x) in the case of clauses (ii) through (iv) of this paragraph (b), (A) no Event of Default shall result therefrom, (B) no Change of Control shall result therefrom and (C) the surviving Person (or, with respect to clause (iv), the Person who receives the assets of such dissolving or liquidated Restricted Subsidiary that is a Guarantor) shall be a Loan Party and (y) in the case of clause (iii) of this paragraph (b), the Borrower shall provide not less than ten (10) days’ prior written notice to the Administrative Agent of such proposed change; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (i) the transferee must be a U.S. Loan Party or Foreign (ii) such Investment must be a permitted Investment in a Restricted Subsidiary which is not a Loan Party, as the case may beParty in accordance with Section 9.2 (other than clause (e) thereof) and must be a permitted Disposition in accordance with Section 9.5; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge or consolidate with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereofColumbia, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and Agreement, (F) the Parent Administrative Agent shall have made such filings and received such documents and agreements as may be reasonably required by the Administrative Agent to continue the perfection of its Liens on the Collateral in accordance with the Loan Documents and (G) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and providing for other customary opinions reasonably requested by the Administrative Agent; provided, further, that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, Holdings may merge or consolidate with any other Person; provided that (A) Holdings shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or is a Person into which Holdings has been liquidated (any such Person, the “Successor Holdings”) (A) the Successor Holdings shall be an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia, (B) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (C) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower Holdings will succeed to, and be substituted for, the Parent Borrower Holdings under this Agreement; (f) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 9.2 (other than Section 9.2(e)); provided that the continuing or surviving Person shall be the Borrower or a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the applicable requirements of Sections 8.11, 8.12 and 8.13; (g) [reserved]; and (h) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 9.5 (other than Section 9.5(e)).

Fundamental Changes. Merge(a) The Company will not, dissolveand will not permit any Subsidiary to, liquidate, merge into or consolidate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in a series of transactions) all consolidate with it, or substantially all sell, transfer, lease or otherwise make any Disposition of its assets property or the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that: (ai) Holdings or the Company and its Subsidiaries may purchase and sell inventory in the ordinary course of business; (ii) the Company and its Subsidiaries may enter into and consummate Permitted Acquisitions; (iii) any Restricted Person may merge into the Company in a transaction in which the Company is the surviving corporation; and (iv) if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (A) any Subsidiary may merge into a Loan Party in a transaction in which the surviving entity is such Loan Party (provided that any such merger involving the Company must result in the Company as the surviving entity), (B) any wholly owned Subsidiary may merge into or consolidate with any wholly owned Subsidiary in a transaction in which the Parent Borrower surviving entity is a wholly owned Subsidiary and no Person other than the Company or a wholly owned Subsidiary receives any consideration, provided that if any such merger described in this clause (including B) shall involve a mergerLoan Party, the purpose surviving entity of which is such merger shall be a Loan Party, (C) any Subsidiary or Existing Joint Venture may sell, transfer, lease or otherwise dispose of its assets to reorganize the Parent Borrower into a new jurisdiction); provided that Loan Party or any wholly owned Subsidiary pursuant to a transaction permitted under Section 6.04; (xv) the Parent Borrower Company or any Subsidiary may sell Receivables under Permitted Receivables Facilities (subject to the limitation that the Attributable Receivables Indebtedness thereunder shall be the continuing or surviving Person, not exceed an aggregate amount of $200,000,000); (yvi) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries if at the time of such merger or consolidation other than the Parent Borrower and, thereof and immediately after giving effect to such merger or consolidationthereto no Default shall have occurred and be continuing, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower Company determines in good faith that such action liquidation or dissolution is in the best interests of the Parent Borrower Company and its Restricted Subsidiaries and if is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04; (cvii) the Company may sell, transfer or otherwise dispose of (A) excess, damaged, obsolete or worn out assets and scrap in the ordinary course of business, and (B) other property or assets of the Company and its Subsidiaries provided that (1) at the time thereof and immediately after giving effect to such sale, transfer or other disposition, no Default shall have occurred and be continuing, (2) such sale, transfer or disposal is for consideration at least 85% of which is cash, and (3) such consideration is at least equal to the fair market value of the assets being sold, transferred or otherwise disposed of; and (viii) the Company or any Restricted Subsidiary may Dispose make Dispositions (other than Dispositions of all or substantially all of its assets (upon voluntary liquidation or otherwise) a type referred to in the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) foregoing clauses (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance through (vii) above) that, together with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any all other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws property of the United StatesCompany and its Subsidiaries previously leased, sold or disposed of as permitted by this clause (viii) during any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations fiscal year of the Parent Borrower under Company, do not constitute a Substantial Portion of the property of the Company and its Subsidiaries. (b) The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company and its Subsidiaries on the date of execution of this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form businesses reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;related thereto.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, therefrom, (i) the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, and (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;

Fundamental Changes. MergeThe Parent and the Borrower will not, dissolveand will not permit any other Loan Party to, liquidate, either (x) merge into or consolidate with or into another any other Person, or Dispose of permit any other Person to merge into or consolidate with it, or (whether in one transaction y) liquidate or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Persondissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into the Parent, the Borrower or any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if in a transaction in which the Parent Borrower determines in good faith that such action is in Parent, the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and , is the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Personsurviving entity; provided that (i) the Parent and the Borrower shall be the continuing will not merge with or surviving corporation or into each other and (ii) if the Parent or the Borrower merges with any other Loan Party, the Parent or the Borrower, as the case may be, must be the surviving entity; and (b) any Person may merge or consolidate with or into the Parent, the Borrower or any other Loan Party in a transaction in which the Parent, the Borrower or such Loan Party, as the case may be, is not the surviving entity; provided that (i)(A) in the case of a Person merging or consolidating with or into the Borrower, the Person formed by or surviving any such merger or consolidation shall be a corporation organized or existing under the laws of the jurisdiction in which the Borrower is not organized and (B) in the case of a Person merging or consolidating with or into the Parent Borrower (or any such Personother Loan Party other than the Borrower, the “Successor Parent Borrower”), (A) the Successor Parent Borrower Person formed by or surviving any merger or consolidation shall be an entity a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereofthereof or, in the case of a merger or consolidation involving the Parent, the laws of the jurisdiction in which the Parent is organized (such Person being herein referred to as the “Successor Entity”), (Bii) the Successor Parent Borrower Entity shall expressly assume all the obligations of the Parent Parent, the Borrower or the applicable Loan Party, as the case may be, under this Agreement and the other Loan Documents to which the Parent Parent, the Borrower or such Loan Party, as applicable, is a party party, pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (Ciii) if such merger or consolidation involves the Borrower, then each Guarantor, unless it is the other party to such merger or consolidation, shall have (by a supplement to the Guaranty Agreement) confirmed that its Guarantee of the Obligations shall apply to all of the Successor Parent BorrowerEntity’s obligations under this Agreement, (Div) each Loan Partyif requested by the Administrative Agent, unless it is the other party to such merger or consolidation, Administrative Agent shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor received an opinion of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument counsel reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply Agent to the effect that the applicable Loan Documents are legal, valid, binding and enforceable obligations of the Successor Parent Borrower’s obligations under this Agreement Entity and (Fv) this clause (b) shall not be construed to permit the Borrower to merge with or into the Parent. In the case of any such merger of the Parent or the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply in accordance with this Agreement; provided, further, that if the foregoing are satisfiedclause (b) above, the Successor Entity shall be deemed to be the Parent Borrower will succeed toor the Borrower, and be substituted foras applicable, for all purposes of the Loan Documents. Notwithstanding anything to the contrary herein, the Parent will not engage, and will not permit the Borrower under this Agreement;to engage, in any transaction that would reduce the percentage of Equity Interests owned by the Parent in the Borrower, except for (x) sales, transfers and other disposals of such Equity Interests to directors, officers or employees of the Borrower pursuant to any employee stock ownership plan or similar plan for the benefit of directors, officers or employees of the Borrower and (y) the issuance of such Equity Interests as consideration for any acquisition from a third party; provided that following any such issuance of Equity Interests to a third party, no Change in Control shall have occurred and the majority of the seats (other than vacant seats) on the board of directors of the Borrower shall be occupied by Persons nominated by the board of directors of the Borrower or the Parent or appointed by directors so nominated.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or Dispose of would result therefrom, (whether in one transaction i) any Person may merge with or into, consolidate with or amalgamate with the Borrower in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or transaction in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with which the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (yii) such merger any Person (other than Parent Guarantor) may merge with or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United Statesinto, consolidate with or amalgamate with any state thereof or the District of Columbia and Subsidiary (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger Borrower) in a transaction in which the continuing or consolidation, the direct parent surviving Person shall be a Subsidiary of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent andBorrower, for the avoidance of doubt, the Equity Interests (iii) any Subsidiary of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge with or into, consolidate with or into amalgamate with any other Restricted Person in order to consummate a Disposition permitted by Section 7.05 or an Investment; (iv) any Subsidiary of the Borrower may merge into, the Parent Guarantor, the Borrower that is not a Loan Party or any other Subsidiary of the Borrower; and (iiv) any Restricted Subsidiary of the Borrower may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action liquidation or dissolution is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the Lenders; . For the avoidance of doubt, in connection with an internal restructuring, (cx) any Restricted Subsidiary DOC OP may Dispose of merge, consolidate or amalgamate with or into, or distribute or transfer all or substantially all of its assets to, DOC or the Borrower and (upon voluntary liquidation y) DOC may merge, consolidate or otherwise) to the Parent Borrower amalgamate with or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party into, or a Foreign Loan Party, then the transferee must be a U.S. Loan Party distribute or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists transfer all or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10substantially all its assets to, the Parent Borrower may merge with any other Person; provided that (i) Borrower, it being understood and agreed that, in the Parent Borrower shall be event the continuing successor or surviving corporation or (ii) if the Person formed by or surviving transferee entity in any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall transaction expressly assume all assumes the obligations of the Parent Borrower DOC OP under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory any DOC Debt, such assumption shall be permitted notwithstanding anything to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, contrary in this Article VII and shall have by not constitute a supplement to the Guaranty confirmed that its Guarantee new incurrence of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor Indebtedness for purposes of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this AgreementSection 7.03; provided, further, that if the foregoing are satisfiedprovided that, the Successor Parent Borrower will succeed to, and be substituted for, Loan Parties shall provide such customary “know your customer” documentation as the Parent Borrower under this Agreement;Lenders may reasonably require in connection with such transfer.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than as part of the Transactions), except that: (a) Holdings or any Restricted Subsidiary of the Parent Borrower may merge merge, amalgamate or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, and (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as CollateralColumbia; (i) any Restricted Subsidiary that is not a Non-Loan Party (other than a Borrower) may merge, amalgamate or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is a Non-Loan Party, (ii) any Restricted Subsidiary (other than a Borrower) may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party, (iii) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States shall be permitted and (iiiv) any Restricted Subsidiary (other than a Borrower) may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the Lenders; provided, in the case of clauses (ii) and (iii), no Event of Default would result therefrom; (c) any Restricted Subsidiary (other than a Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (i) the transferee must be a U.S. Loan Party or Foreign Loan Party(ii) to the extent constituting an Investment, as the case may besuch Investment must be a Restricted Payment permitted by Section 7.06 (other than Section 7.06(b)(xix)) or a Permitted Investment; (d) (i) so long as no Default exists has occurred and is continuing or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent any Borrower may merge or consolidate with any other Person; provided that (i) in the case of a merger or consolidation involving the Parent Borrower, the Parent Borrower shall be the continuing or surviving corporation and in the case of a merger involving the Japanese Subsidiary Borrower or the Swiss Subsidiary Borrower, the Japanese Subsidiary Borrower or the Swiss Subsidiary Borrower shall be the continuing or surviving corporation or (ii) in the case of a merger involving the Parent Borrower, if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”) or in the case of a merger involving the Japanese Subsidiary Borrower or the Swiss Subsidiary Borrower, if the Person formed by or surviving any such merger or consolidation is not such Borrower (any such Person, the “Successor Subsidiary Borrower” and each of the Successor Parent Borrower and the Successor Subsidiary Borrowers, the “Successor Borrower”), (A) in the case of a merger involving the Parent Borrower, the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereofthereof and in the case of a merger involving the Japanese Subsidiary Borrower or the Swiss Subsidiary Borrower, the Successor Subsidiary Borrower shall be an entity organized or existing under the laws of: (x) in the case of the Japanese Subsidiary Borrower, Japan and (y) in the case of the Swiss Subsidiary Borrower, Switzerland, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent such Borrower under this Agreement and the other Loan Credit Documents to which the Parent such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) in the case of any such transaction involving Swiss Subsidiary Borrower, each Swiss Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Swiss Guaranty confirmed that its Guarantee guarantee of the Swiss Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, and (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent such Borrower under this Agreement; (e) so long as no Default has occurred and is continuing or would result therefrom (in the case of a merger, amalgamation or consolidation involving a Loan Party), any Restricted Subsidiary may merge, amalgamate or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.06 (other than Section 7.06(b)(xix)) or a Permitted Investment; provided that the continuing or surviving Person shall be the Parent Borrower or a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the applicable requirements of Section 6.11 to the extent required under the Collateral and Guarantee Requirement; and (f) so long as no Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation, amalgamation, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e)).

Fundamental Changes. MergeEach of the Borrower and each other Group Member will not merge into or consolidate or amalgamate with any other Person, dissolve, liquidate, or permit any Person to merge into or consolidate with it, or into another Personliquidate or dissolve, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its the assets (whether now owned or hereafter acquired) of the Borrower and the other Group Members (including, in each case, pursuant to a Delaware LLC Division or a Delaware LP Division), taken as a whole, to or in favor of any PersonPerson (other than as part of the Transactions), except that: (a) Holdings or any Restricted Subsidiary Group Member may merge merge, amalgamate or consolidate with or into the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction)or any other Group Member; provided that (xi) in the case of any such merger, amalgamation or consolidation with or into the Borrower, (A) the Parent Borrower shall be the continuing or surviving PersonPerson or (B) if the Person formed by or surviving any such merger, (y) such merger amalgamation or consolidation does (including any immediate and successive mergers, consolidations or amalgamations of entities) is not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, (any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, Person after giving effect to such merger transaction or consolidationtransactions, the direct parent “Successor Borrower”), (x) the Successor Borrower shall be an entity organized or existing under the laws of a Permitted Jurisdiction, (y) the Parent Successor Borrower shall expressly assume all the obligations of Holdings the Borrower under this Agreement and the other Loan Documents to which Holdings the Borrower is a party pursuant to a supplement hereto or thereto written agreement in form and substance reasonably satisfactory to the Administrative Agent andand (z) except as the Administrative Agent may otherwise agree, for each Loan Party other than the avoidance Borrower, unless it is the other party to such merger, amalgamation or consolidation, shall have reaffirmed in writing that its Guarantee of, and grant of doubtany Liens as security for, the Equity Interests Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement and the other Loan Documents to which such Successor Borrower is a party; it being understood and agreed that if the foregoing conditions under clauses (x) through (z) are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party; provided, that (x) the applicable Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer stating that such merger, amalgamation or consolidation complies with this Agreement and (y) no Specified Event of Default exists immediately before or after giving effect to such merger, amalgamation or consolidation; provided, further, that the Borrower agrees to provide any documentation and other information about the Successor Borrower at least three Business Days prior to the consummation of any such merger, amalgamation or consolidation as shall have been reasonably requested in writing by any Lender through the Administrative Agent at least ten Business Days prior to the consummation of such merger, amalgamation or consolidation that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including Title III of the Parent Borrower shall be pledged as Collateral; USA Patriot Act and the Canadian AML Act and (iii) in the case of any Restricted Subsidiary that is not a Loan Party may merge such merger, amalgamation or consolidate consolidation with or into any other Restricted Subsidiary of the Parent Borrower that is not Loan Party, either (x) a Loan Party shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the guarantee obligations of the Loan Party in a manner reasonably satisfactory to the Administrative Agent or (y) the relevant transaction shall be treated as an Investment and otherwise be made in compliance with Section 6.04; (iib) the Borrower and/or any Group Member may enter into any Permitted Reorganization, any IPO Reorganization Transaction and any Tax Restructuring; (c) any Restricted Subsidiary Group Member may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries the other Group Members, taken as a whole, and if is not materially disadvantageous to the Lenders; (cd) any Restricted Subsidiary Group Member may Dispose make a Disposition of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may beany other Group Member; (de) (i) so long as no Default exists any Group Member may form a Delaware Divided LLC or would result therefrom a Delaware Divided LP and any Group Member that is a Delaware Divided LLC or a Delaware Divided LP may liquidate or dissolve provided that, in each case, the Parent Borrower shall be in compliance complies with Section 7.14 for 5.11 with respect to such Delaware Divided LLC or Delaware Divided LP to the Test Period then last ended calculated on a pro forma basis for such merger extent applicable; (f) any Group Member (subject to the proviso to clause (a) above in the case of the Borrower) may merge, consolidate or consolidation in accordance with Section 1.10, the Parent Borrower may merge amalgamate with any other Person; provided that , or dissolve or liquidate, solely in order to effect a Disposition not prohibited by Section 6.05 (iother than Section 6.05(f)) the Parent Borrower shall be the continuing or surviving corporation or a Restricted Payment not prohibited by Section 6.08 (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”other than Section 6.08(a)(ii)), together with any related transaction not prohibited hereunder; (Ag) any Group Member (subject to the Successor Parent Borrower shall be an entity organized or existing under proviso to clause (a) above in the laws case of the United StatesBorrower) may merge, consolidate or amalgamate with any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents Person solely in order to which the Parent Borrower is effect a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (Permitted Acquisition or other instrument reasonably satisfactory to Investment not prohibited by Section 6.04 (other than Section 6.04(t)), together with any related transaction not prohibited hereunder; and (h) Group Members may consummate the Administrative Agent) confirmed that its obligations thereunder shall apply to Transactions and any related transactions contemplated by the Successor Parent Borrower’s obligations under this Acquisition Agreement (and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;documents related thereto).

Fundamental Changes. Merge, amalgamate, dissolve, liquidate, consolidate with or into or wind up or convert into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge merge, consolidate or consolidate amalgamate with or into, or convert or wind up into the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger merger, consolidation, amalgamation, conversion or consolidation winding up does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia Columbia, and (z) in the case of a merger merger, consolidation or consolidation amalgamation of Holdings with and into or converting or winding up into the Parent Borrower, Holdings shall not be an obligor in respect of any Indebtedness that is not permitted to be Indebtedness of the Borrower under this Agreement, shall have no direct Subsidiaries at the time of such merger merger, consolidation, amalgamation, conversion or consolidation winding up other than the Parent Borrower and, after giving effect to such merger merger, consolidation, amalgamation, conversion or consolidationwinding up, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as CollateralAgent; (i) any Restricted Subsidiary that is not a Loan Party may merge merge, consolidate or consolidate amalgamate with or into or convert or wind up into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and Party, (ii) any Restricted Subsidiary may liquidate merge, consolidate or amalgamate with or into or convert or wind up into any other Restricted Subsidiary of the Borrower that is a Loan Party, (iii) any merger, consolidation, amalgamation, conversion or winding up the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States shall be permitted and (iv) any Restricted Subsidiary may wind up, liquidate, convert or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its the Restricted Subsidiaries and if is not materially disadvantageous to the Lenders; provided, in the case of clauses (ii) through (iv) of this paragraph (b), that (A) no Event of Default shall result therefrom, (B) no Change of Control shall result therefrom and (C) the surviving Person (or, with respect to clause (iv), the Person who receives the assets of such dissolving or liquidated Restricted Subsidiary that is a Guarantor) shall be a Loan Party; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (i) the transferee must be a U.S. Loan Party or Foreign (ii) such Investment must be a permitted Investment in a Restricted Subsidiary which is not a Loan Party, as the case may beParty in accordance with Section 9.2 (other than clause (e) thereof) and must be a permitted Disposition in accordance with Section 9.5; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10exist immediately after giving effect thereto, the Parent Borrower may merge merge, consolidate or amalgamate with or into, or convert into, any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger merger, consolidation, amalgamation or consolidation conversion is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger merger, consolidation or consolidationamalgamation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger merger, consolidation or consolidationamalgamation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger merger, consolidation or consolidationamalgamation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Collateral Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement Agreement, and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger merger, consolidation, amalgamation or consolidation conversion and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement; (e) so long as no Default would exist immediately after giving effect thereto, any Restricted Subsidiary may merge, consolidate, amalgamate with or into, or convert or wind up into any other Person in order to effect an Investment permitted pursuant to Section 9.2 (other than Section 9.2(e)); provided that the continuing or surviving Person shall be the Borrower or a Restricted Subsidiary, which together with each of the Restricted Subsidiaries, shall have complied with the applicable requirements of Sections 8.11, 8.12 and 8.13; (f) the Transaction may be consummated; and (g) so long as no Default would exist immediately after giving effect thereto, a merger, dissolution, liquidation, consolidation, amalgamation, conversion, winding up or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 9.5 (other than Section 9.5(e)).

Fundamental Changes. Merge, dissolve, liquidate, (a) The Borrower will not consolidate with or merge into another Personany other corporation or convey, transfer or Dispose of (whether in one transaction or in a series of transactions) all or lease its properties and assets substantially all of its assets (whether now owned or hereafter acquired) as an entirety to or in favor of any Person, except that: unless: (ai) Holdings the corporation formed by such consolidation or any Restricted Subsidiary may merge into which the Borrower is merged or consolidate with the Parent Borrower (including a mergerPerson which acquires by conveyance or transfer, or which leases, the purpose properties and assets of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower substantially as an entirety shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated a corporation organized and existing under the Laws laws of the United StatesStates of America, any state State thereof or the District of Columbia and shall expressly assume, by writing approved by the Required Lenders, which approval shall not be unreasonably withheld, the Borrower’s obligation for the due and punctual payment of the principal of and interest on all Loans and the performance of every covenant of this Agreement on the part of the Borrower to be performed; and (zii) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, immediately after giving effect to such merger transaction, no Default or consolidation, the direct parent Event of the Parent Borrower Default shall expressly assume all the obligations of Holdings under this Agreement have occurred and the other Loan Documents to which Holdings is a party pursuant be continuing. This paragraph (a) shall only apply to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, which the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent surviving corporation and to conveyances, leases and transfers by the Borrower as transferor or lessor. (b) Upon any such Personconsolidation by the Borrower with or merger by the Borrower into any other corporation or any conveyance, transfer or lease of the properties and assets of the Borrower substantially as an entirety in accordance with paragraph (a) of this Section, the “Successor Parent Borrower”), (A) successor corporation formed by such consolidation or into which the Successor Parent Borrower shall be an entity organized is merged or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower such conveyance, transfer or lease is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, made shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, and may exercise every right and power of, the Parent Borrower under this Agreement;Agreement with the same effect as if such successor corporation had been named as the Borrower herein, and in the event of any such conveyance or transfer, the Borrower (which term shall for this purpose mean the Person named as the “Borrower” in the first paragraph of this Agreement or any successor corporation which shall theretofore become such in the manner described in paragraph (a) of this Section), except in the case of a lease, shall be discharged of all obligations and covenants under this Agreement and may be dissolved and liquidated. (c) If, upon any such consolidation of the Borrower with or merger of the Borrower into any other corporation, or upon any conveyance, lease or transfer of the property of the Borrower as an entirety or substantially as an entirety to any other Person, any Principal Property of the Borrower or of any Wholly-Owned Domestic Manufacturing Subsidiary (or any shares of stock or Debt of any Wholly-Owned Domestic Manufacturing Subsidiary) would thereupon become subject to any Lien, then unless such Lien could be created pursuant to Section 6.01 without equally and ratably securing the Loans, the Borrower, prior to or simultaneously with such consolidation, merger, conveyance, lease or transfer, will as to such Principal Property, shares of stock or Debt, secure the Loans outstanding hereunder (together with, if the Borrower shall so determine, any other Debt of the Borrower now existing or hereafter created which is not subordinate to indebtedness hereunder) equally and ratably with (or prior to) the Debt which upon such consolidation, merger, conveyance, lease or transfer is to become secured as to such Principal Property, shares of stock or Debt by such Lien, or will cause such Loans to be so secured.

Fundamental Changes. Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, (other than in the case of clause (e) below) so long as no Event of Default would result therefrom: (ai) Holdings or any Restricted Subsidiary of Holdings Topco may merge merge, amalgamate or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdictionjurisdiction in any State of the United States); provided that (x) the Parent Borrower shall be the continuing or surviving Person or the surviving Person shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent and the Borrower (or, if not the Borrower, the surviving Person, (y) such merger shall be a corporation or consolidation does not result in the Parent Borrower ceasing to be incorporated a limited liability company organized under the Laws laws of the United States, any state thereof or the District of Columbia and Columbia, (zii) in the case of a merger or consolidation any Restricted Subsidiary of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation Topco (other than the Parent Borrower andor any of the Borrower’s Restricted Subsidiaries) may merge, after giving effect to such merger amalgamate or consolidationconsolidate with Holdings Topco (including a merger, the direct parent purpose of which is to reorganize Holdings Topco into a new jurisdiction in any State of the Parent Borrower United States); provided that Holdings Topco shall be the continuing or surviving Person or the surviving Person shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party Topco pursuant to a supplement hereto or thereto in form documents reasonably satisfactory acceptable to the Administrative Agent andand Holdings Topco (or, for the avoidance of doubtif not Holdings Topco, the Equity Interests surviving Person) shall be a corporation or a limited liability company organized under the laws of the Parent Borrower shall be pledged as Collateral; United States, any state thereof or the District of Columbia, (iiii) any Restricted Subsidiary of Holdings (other than the Borrower or any of the Borrower’s Restricted Subsidiaries) may merge, amalgamate or consolidate with any one or more other Restricted Subsidiaries of Holdings (other than the Borrower or any of the Borrower’s Restricted Subsidiaries), or (iv) any Restricted Subsidiary of the Borrower may merge, amalgamate or consolidate with any one or more other Restricted Subsidiaries of the Borrower; provided that when any Guarantor is merging with another Restricted Subsidiary that is not a Loan Party may merge (A) the Guarantor shall be the continuing or consolidate with surviving Person, (B) to the extent constituting an Investment, such Investment must be a Permitted Investment (without giving effect to clauses (17) and (18) thereof) or into any other Indebtedness of a Restricted Subsidiary of the Parent Borrower that which is not a Loan Party in accordance with Section 7.01 respectively and (iiC) to the extent constituting a Disposition, such Disposition must be permitted hereunder; (b) any Restricted Subsidiary may liquidate or dissolve dissolve, or the Borrower or any Restricted Subsidiary may (if the validity, perfection and priority of the Liens securing the Obligations is not adversely affected thereby) change its legal form if the Parent Borrower determines in good faith that such action is in the best interests interest of the Parent Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the LendersLenders in any material respect (it being understood that in the case of any dissolution of a Restricted Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Restricted Subsidiary that is a Guarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent unless such Disposition of assets is permitted hereunder; and in the case of any change in legal form, a Restricted Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another to any direct or indirect Restricted SubsidiarySubsidiary of the Borrower; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan PartyGuarantor, then (i) the transferee must either be the Borrower or a Guarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent and (ii) to the extent constituting an Investment, such Investment must be a U.S. Permitted Investment or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Section 7.01, respectively; provided, further, that the Borrower may Dispose of all or Foreign substantially all of its assets (upon voluntary liquidation or otherwise) to any other Loan Party, as the case may beParty (other than Holdings); (d) (i) so long as no Default exists any Restricted Subsidiary may merge, amalgamate or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger consolidate with, or consolidation in accordance with Section 1.10dissolve into, the Parent Borrower may merge with any other PersonPerson in order to effect Permitted Investment; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or Person shall, to the extent subject to the terms hereof, have complied with the requirements of Section 6.12, (ii) if to the extent constituting an Investment, such Investment must be a Permitted Investment and (iii) to the extent constituting a Disposition, such Disposition must be permitted hereunder; (e) [reserved]; (f) any Restricted Subsidiary may merge, dissolve, liquidate, amalgamate, consolidate with or into another Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents in order to which the Parent Borrower is effect a party Disposition permitted pursuant to Section 7.04 (other than Dispositions permitted by this Section 7.03); and (g) any Permitted Investment may be structured as a supplement hereto merger, consolidation or thereto in form reasonably satisfactory to the Administrative Agentamalgamation, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee so long as no Event of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;Default would result therefrom.

Fundamental Changes. Merge, dissolve, liquidate, The Borrower will not consolidate with or into another Personmerge with or into, or Dispose transfer all or substantially all, or any substantial portion, of (whether its properties and assets to one or more Persons in one transaction or in a series of transactionsrelated transactions unless (i) if the Borrower is the surviving entity in any such consolidation or merger, after giving effect to such transaction, there would not exist any Default or Event of Default hereunder, (ii) if the Borrower is not the surviving entity in any such consolidation or merger, each of the Lenders (or in the case of any such consolidation or merger which is in the nature of an internal corporate reorganization of only the Borrower and its Subsidiaries and does not, in the reasonable judgment of the Required Lenders affect, in any material respect, the creditworthiness of the Borrower, the Required Lenders) consents to such consolidation or merger in advance or (iii) if the Borrower transfers all or substantially all, or any substantial portion, of its properties and assets, the transferee or transferees thereto are wholly owned Subsidiaries (except the transferee or transferees of any substantial portion of its properties and assets, but not all or substantially all of its assets (whether now properties and assets, shall not be required to be wholly owned or hereafter acquiredSubsidiaries if the transfer is for fair consideration as reasonably determined by the Borrower) and any such transferee that is a domestic Subsidiary becomes a joint and several guarantor hereunder pursuant to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower documentation (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (xclosing documentation and opinions) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for (it being understood that the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee on behalf of the Obligations Lenders, may agree to amendments hereto solely to provide for such guarantor arrangements as it may reasonably determine are necessary or useful). For the purposes of this Section, “Subsidiary” of the Borrower shall apply to include any partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor happening of a Mortgaged Property, unless it is the other party contingency) to such merger or consolidation, shall have by an amendment to or restatement elect a majority of the applicable Mortgage (board of directors or other instrument reasonably satisfactory to managers thereof are at the Administrative Agent) confirmed that its obligations thereunder shall apply to time owned, or the Successor Parent management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by the Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;.

Fundamental Changes. Merge(a) The Parent will not, dissolveand will not permit any of its Subsidiaries to, liquidate, merge into or consolidate with or into another any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) permit any other Person to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge into or consolidate with the Parent Borrower (including a mergerit, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction)or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (xi) Parent may merge with a Person in connection with a Permitted Acquisition so long as a Parent is the Parent Borrower shall be the continuing or surviving Person, (yii) a Borrower may merge with a Person in connection with a Permitted Acquisition so long as a Borrower is the surviving Person, (iii) any wholly owned Subsidiary may merge into or consolidate with another wholly owned Subsidiary, provided that if any party to such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent andLoan Party, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into shall be the surviving Person, (iv) any Subsidiary (other Restricted Subsidiary of the Parent Borrower that is not than a Loan Party and (iiParty) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action liquidation or dissolution is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the Lenders; , (cv) any Restricted Subsidiary of the Parent which is not a Borrower may Dispose merge into or consolidate with any Person in a transaction permitted under Section 7.6 in which after giving effect to such transaction, the surviving entity is not a Subsidiary and (vi) any Subsidiary which is not a Borrower may liquidate or dissolve after the transfer of all or substantially all of its assets (upon voluntary to another Loan Party in a transaction permitted under Section 7.6 if the Parent determines in good faith that such liquidation or otherwise) to dissolution is in the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations best interest of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement Subsidiaries and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating determines that such merger liquidation or consolidation dissolution is not materially disadvantageous to the Lenders. (b) The Parent will not, and such supplement to this Agreement or will not permit any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed of its Subsidiaries to, and be substituted for, engage in any business other than businesses of the type conducted by the Parent Borrower under this Agreement;and its Subsidiaries on the date hereof and businesses reasonably related thereto.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or Neither the Company nor any Restricted Subsidiary may Borrower shall merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate Person or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets to any Person unless (upon voluntary liquidation or otherwiseA) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Event of Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for continuing after giving effect to such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that transaction and (iB)(x) the Parent such Borrower shall be the continuing or surviving corporation entity or (iiy) (1) if the Person formed by or surviving any such merger or consolidation is not consolidation, or the Parent Borrower (any transferee of such Personassets, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia (or, in the case of any Subsidiary Borrower organized outside of the United States, the jurisdiction of incorporation of such Subsidiary Borrower or any territory thereof, (Bother Foreign Subsidiary Borrower) the Successor Parent Borrower shall that expressly assume assumes all the obligations of the Parent such Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form amendment to the Loan Documents reasonably satisfactory to the Administrative Agent, (C2) the Company and the Parent and, prior to the Collateral Release Date or during any Reinstated Guarantee Period, each GuarantorSubsidiary Guarantor shall have reaffirmed its obligations under the Loan Documents and (3) the Administrative Agent shall have received an opinion of counsel (which may be internal counsel to a Loan Party) which is reasonably satisfactory to the Administrative Agent and consistent with the opinions delivered on the Closing Date with respect to such Borrower; provided, that, so long as no Obligations are owed (or in the case of Letters of Credit, as long as such Obligations are Collateralized) by the applicable Subsidiary Borrower, the Company may elect for such Subsidiary to cease to be a “Borrower” hereunder pursuant to Section 10.1(d) hereof and, thereafter, such Subsidiary shall not be subject to the restrictions contained in this paragraph. (b) Prior to the Collateral Release Date or during any Reinstated Guarantee Requirement Period, no Subsidiary Guarantor shall merge or consolidate with any other Person or dispose of all or substantially all of its assets to any Person unless it is (i) the other party to Company or another Subsidiary Guarantor shall be the continuing entity or shall be the transferee of such assets, (ii)(A) the Person formed by or surviving such merger or consolidation, or the transferee of such assets, shall have by be an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia that expressly assumes all the obligations of such Subsidiary Guarantor under the Loan Documents pursuant to a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement amendment to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument Loan Document reasonably satisfactory to the Administrative Agent, (B) confirmed that the Company, the Parent and each then-remaining Subsidiary Guarantor shall have reaffirmed its obligations thereunder shall apply to under the Successor Parent Borrower’s obligations under this Agreement Loan Documents and (FC) the Parent Borrower Administrative Agent shall have delivered received an opinion of counsel (which may be internal counsel to a Loan Party) which is reasonably satisfactory to the Administrative Agent and consistent with the opinions delivered on the Closing Date with respect to such Subsidiary Guarantor, or (iii) in connection with an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;asset sale not prohibited by Section 7.5.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement Agreement, and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;

Fundamental Changes. MergeThe Borrower shall not, dissolvenor shall the Borrower permit any Restricted Subsidiary to, liquidateconsolidate, consolidate amalgamate or merge with or into or wind up into another Person, or Dispose liquidate or dissolve (including, in each case, pursuant to a Delaware LLC Division) or dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than as part of the Transactions), except that: (a1) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, merger the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that that (xa) the Parent Borrower shall be the continuing or surviving Person, , (yb) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia and Columbia, and (zc) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, , (i) Holdings shall not be an obligor in respect of any Indebtedness that is not permitted to be Indebtedness of the Borrower under this Agreement, (ii) Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, Borrower, (iii) no Event of Default exists at such time or after giving effect to such merger or consolidationtransaction, the and (iv) after giving effect to such transaction, a direct parent of the Parent Borrower shall will (I) expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for and the avoidance Borrower and (II) pledge 100% of doubt, the Equity Interests of the Parent Borrower shall be pledged held by such direct parent to the Administrative Agent as CollateralCollateral to secure the Obligations in form reasonably satisfactory to the Administrative Agent and the Borrower; (ia) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party; (b) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary that is a Loan Party; provided that a Loan Party and shall be the continuing or surviving Person; (iic) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party or Restricted Subsidiary in another jurisdiction in the United States will be permitted; and (d) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its the Restricted Subsidiaries and if is not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if in the transferor in case of clause (d), the Person who receives the assets of such a transaction dissolving or liquidated Restricted Subsidiary that is a U.S. Guarantor shall be a Loan Party or a Foreign Loan Party, then the transferee must such disposition shall otherwise be a U.S. Loan Party or Foreign Loan Party, as the case may bepermitted under Section 7.05; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;

Fundamental Changes. MergeThe Parent and the Borrower will not, dissolveand will not permit any other Loan Party to, liquidate, either (x) merge into or consolidate with or into another any other Person, or Dispose of permit any other Person to merge into or consolidate with it, or (whether in one transaction y) liquidate or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Persondissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing and, in the event such merger or consolidation is in connection with an Investment (including a Permitted Acquisition), the Investment is permitted by Section 7.03: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into the Parent, the Borrower or any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if in a transaction in which the Parent Borrower determines in good faith that such action is in Parent, the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and , is the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Personsurviving entity; provided that (i) the Parent and the Borrower shall be the continuing will not merge with or surviving corporation or into each other and (ii) if the Parent or the Borrower merges with any other Loan Party, the Parent or the Borrower, as the case may be, must be the surviving entity; (b) any Person may merge with or into the Parent, the Borrower or any other Loan Party in a transaction in which the Parent, the Borrower or such Loan Party, as the case may be, is not the surviving entity; provided that (i) the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereofthereof or, in the case of a merger or consolidation involving the Parent, the laws of the jurisdiction in which the Parent is organized (such Person being herein referred to as the “Successor Entity”), (Bii) the Successor Parent Borrower Entity shall expressly assume all the obligations of the Parent Parent, the Borrower or the applicable Loan Party, as the case may be, under this Agreement and the other Loan Documents to which the Parent Parent, the Borrower or such Loan Party, as applicable, is a party party, pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (Ciii) if such merger or consolidation involves the Borrower, then each Guarantor, unless it is the other party to such merger or consolidation, shall have (by a supplement to the Guaranty Agreement) confirmed that its Guarantee of the Obligations shall apply to all of the Successor Parent BorrowerEntity’s obligations under this Agreement, (Div) each Loan Partyif requested by the Administrative Agent, unless it is the other party to such merger or consolidation, Administrative Agent shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor received an opinion of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument counsel reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply Agent to the effect that the applicable Loan Documents are legal, valid, binding and enforceable obligations of the Successor Parent Borrower’s obligations under this Agreement Entity and (Fv) this clause (b) shall not be construed to permit the Borrower to merge with or into the Parent. In the case of any such merger of the Parent or the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply in accordance with this Agreement; provided, further, that if the foregoing are satisfiedclause (b) above, the Successor Entity shall be deemed to be the Parent Borrower will succeed toor the Borrower, and be substituted foras applicable, for all purposes of the Loan Documents. Notwithstanding anything to the contrary herein, the Parent will not engage, and will not permit the Borrower under this Agreement;to engage, in any transaction that would reduce the percentage of Equity Interests owned by the Parent in the Borrower, except for (x) sales, transfers and other disposals of such Equity Interests to directors, officers or employees of the Borrower pursuant to any employee stock ownership plan or similar plan for the benefit of directors, officers or employees of the Borrower and (y) the issuance of such Equity Interests as consideration for any acquisition from a third party; provided that following any such issuance of Equity Interests to a third party, no Change in Control shall have occurred and the majority of the seats (other than vacant seats) on the board of directors of the Borrower shall be occupied by Persons nominated by the board of directors of the Borrower or the Parent or appointed by directors so nominated.

Fundamental Changes. Merge(a) The Borrower will not, dissolveand will not permit any of its Subsidiaries to, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its assets Subsidiaries on a consolidated basis (in each case, whether now owned or hereafter acquired) to or in favor liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of any PersonDefault shall have occurred and be continuing, except that: (ai) Holdings the Borrower or any Restricted Subsidiary may merge or consolidate with a Person if the Parent Borrower (including or such Subsidiary if the Borrower is not a party to such merger, ) is the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (yii) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United Statesany Subsidiary may merge into another Subsidiary, provided that if any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect party to such merger or consolidationis a Subsidiary Loan Party, the direct parent Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, (iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory not materially disadvantageous to the Administrative Agent andLenders, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (iv) any Restricted Subsidiary may merge, dissolve or consolidate in connection with the consummation of any Permitted Acquisition, and (vi) any Subsidiary that is not a Loan Party may merge sell, transfer, lease or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if any Subsidiary of the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be;Borrower. (db) (i) so long as no Default exists The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses ancillary or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger reasonably related to, or consolidation in accordance with Section 1.10extensions of, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws business of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;Subsidiaries.

Fundamental Changes. Merge(a) The Borrower will not, dissolveand will not permit any Subsidiary to, liquidatedirectly or indirectly, merge into or consolidate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in a series of transactions) all consolidate with it, or substantially all of its assets (whether now owned liquidate or hereafter acquired) to or in favor of any Persondissolve, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries if at the time of such merger or consolidation other than the Parent Borrower and, thereof and immediately after giving effect to such merger thereto no Default or consolidation, the direct parent Event of the Parent Borrower Default shall expressly assume all the obligations of Holdings under this Agreement have occurred and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; continuing (i) any Restricted wholly owned Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that in a transaction in which the Borrower is not a Loan Party the surviving corporation, and (ii) any Restricted wholly owned Subsidiary may liquidate merge with or dissolve into any wholly owned Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party; provided that in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or change its legal form if reasonably requested by the Parent Borrower determines Collateral Agent to maintain the perfection 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 5.11 and 5.12, in good faith that such action is in each case, on the best interests terms set forth therein and to the extent applicable. (b) Notwithstanding the foregoing, any Subsidiary of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) may dispose of any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; any Subsidiary Loan Party (provided that if in connection with the transferor in such a transaction is a U.S. foregoing, the appropriate Loan Party Parties shall take all actions necessary or a Foreign Loan Party, then reasonably requested by the transferee must be a U.S. Loan Party Collateral Agent to maintain the perfection or Foreign Loan Partyperfect, 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 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable), and any Subsidiary which is not a Subsidiary Loan Party may dispose of assets to any other Subsidiary which is not a Subsidiary Loan Party. (dc) (i) so long as no Default exists The Borrower will not, and will not permit any of its Subsidiaries to, directly or would result therefrom and the Parent Borrower shall be indirectly, engage in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any business other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws than businesses of the United States, any state thereof, type conducted by the District of Columbia or any territory thereof, (B) Borrower and its Subsidiaries on the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement Effective Date and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form businesses reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;related thereto.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than as part of the Acquisition), except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, (1) Holdings shall not be an obligor in respect of any Qualified Holding Company Debt or other Indebtedness that is not permitted to be Indebtedness of the Borrower under this Agreement, (2) Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower andBorrower, (3) no Default or Event of Default shall exist at such time or after giving effect to such merger or consolidation, (4) after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for and (5) such direct parent of the avoidance Borrower shall pledge 100% of doubt, the Equity Interests Interest of the Parent Borrower shall be pledged to the Administrative Agent as CollateralCollateral to secure the Obligations in form reasonably satisfactory to the Administrative Agent; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party, (ii) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary of the Borrower that is a Loan Party, (iii) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States shall be permitted and (iiiv) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its the Restricted Subsidiaries and if is not materially disadvantageous to the Lenders, provided, in the case of clauses (ii) through (iv), that (A) no Event of Default shall result therefrom, (B) no Change of Control shall result therefrom and (C) the surviving Person (or, with respect to clause (iv), the Person who receives the assets of such dissolving or liquidated Restricted Subsidiary that is a Guarantor) shall be a Loan Party; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (x) the transferee must be a U.S. Loan Party or Foreign (y) to the extent constituting an Investment, such Investment must be a permitted Investment in a Restricted Subsidiary which is not a Loan Party, as the case may beParty in accordance with Section 7.02 (other than Section 7.02(e)); (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge or consolidate with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereofColumbia, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) if requested by the Collateral Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Collateral Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement Agreement, and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement, and, with respect to such opinion of counsel only, including customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, Holdings may merge or consolidate with any other Person; provided that (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or is a Person into which Holdings has been liquidated (any such Person, the “Successor Holdings”) (A) the Successor Holdings shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (B) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) the Successor Holdings shall pledge 100% of the Equity Interest of the Borrower to the Administrative Agent as Collateral to secure the Obligations in form reasonably satisfactory to the Administrative Agent and (D) the Borrowers shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and, with respect to such opinion of counsel only, including customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent; provided, further, that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement; (f) so long as no Default exists or would result therefrom (in the case of a merger or consolidation involving a Loan Party), any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02 (other than Section 7.02(e)); provided that the continuing or surviving Person shall be (i) the Borrower or (ii) a Restricted Subsidiary (provided that if such Restricted Subsidiary is a Loan Party, then the continuing or surviving Person shall also be a Loan Party), in each case, which together with each of its Restricted Subsidiaries, shall have complied with the applicable requirements of Section 6.11; (g) the Acquisition may be consummated on the Closing Date; (h) the Post-Closing Mergers may be consummated; provided that (A) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto, (B) each Guarantor, unless it is the other party to such Post-Closing Mergers, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (C) each Loan Party, unless it is the other party to such Post-Closing Merger, shall have by a supplement to the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement (it being understood that the requirements of (A), (B) and (C) above need to be done only once by the ultimate Successor Borrower, the Guarantors and the Loan Parties upon consummation of the last merger specified in the definition of Post-Closing Mergers); and (i) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e));

Fundamental Changes. Merge(a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, 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, liquidateexcept that, consolidate with if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Person (other than the Borrower) may merge into or into another Personbe consolidated with, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor the stock of any Personof its Subsidiaries to, except that: the Borrower in a transaction in which the Borrower is the surviving entity or transferee, (aii) Holdings or any Restricted Subsidiary Person (other than the Borrower) may merge into or consolidate with be consolidated with, or Dispose of all or substantially all of its assets or the Parent Borrower (including stock of any of its Subsidiaries to, any other Loan Party in a mergertransaction in which the surviving entity or transferee is a Loan Party, the purpose of which and if any such Loan Party is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower Domestic Subsidiary, such Domestic Subsidiary shall be the continuing surviving entity or surviving Persontransferee, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (iiii) any Restricted Subsidiary that is not a Loan Party may merge into or consolidate be consolidated with or into any other Restricted Subsidiary, provided that Domestic Subsidiaries may not merge into Foreign Subsidiaries unless the Domestic Subsidiary of is the Parent Borrower surviving entity, (iv) any Subsidiary may merge into or be consolidated with a Person that is not a Loan Party if after giving effect to such merger, such Person becomes a wholly-owned Subsidiary of the Borrower and a Loan Party, provided that no Domestic Subsidiary may merge into a Foreign Subsidiary unless the Domestic Subsidiary is the surviving entity, (iiv) any Restricted Subsidiary may liquidate into the Borrower or any other Subsidiary or dissolve or change its legal form if the Parent Borrower determines in good faith that such action liquidation or dissolution is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the Lenders;; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Anything in this Section to the contrary notwithstanding, in no event may the Borrower or a Domestic Subsidiary merge into or be consolidated with a Foreign Subsidiary, unless the Borrower or Domestic Subsidiary is the surviving entity. (b) No Loan Party will, nor will it permit any Subsidiary to, engage in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the Effective Date and any business activities that are substantially similar, related or incidental thereto, including cloud services. (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. No Loan Party will, nor will it permit any Subsidiary to change its fiscal year or a Foreign Loan Party, then any fiscal quarter from the transferee must be a U.S. Loan Party or Foreign Loan Party, as basis in effect on the case may be;Effective Date. (d) No Loan Party will change the accounting basis upon which its financial statements are prepared, other than due to changes required by GAAP or any Requirement of Law. (ie) so long No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as no Default exists the Dividing Person, without the prior written consent of the Administrative Agent (at the direction of the Required Lenders). Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or would result therefrom without the prior consent of Lender as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the Parent Borrower shall be other further assurances obligations set forth in compliance with Section 7.14 for the Test Period then last ended calculated on Loan Documents and become a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower Loan Party under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;Documents.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or Dispose of would result therefrom, (whether in one transaction i) any Person may merge with or into, consolidate with or amalgamate with the Borrower in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or transaction in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with which the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (yii) such merger any Person (other than Parent Guarantor) may merge with or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United Statesinto, consolidate with or amalgamate with any state thereof or the District of Columbia and Subsidiary (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger Borrower) in a transaction in which the continuing or consolidation, the direct parent surviving Person shall be a Subsidiary of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent andBorrower, for the avoidance of doubt, the Equity Interests (iii) any Subsidiary of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge with or into, consolidate with or into amalgamate with any other Restricted Person in order to consummate a Disposition permitted by Section 7.05 or an Investment; (iv) any Subsidiary of the Borrower may merge into, the Parent Guarantor, the Borrower that is not a Loan Party or any other Subsidiary of the Borrower; and (iiv) any Restricted Subsidiary of the Borrower may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action liquidation or dissolution is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the Lenders; . For the avoidance of doubt, in connection with an internal restructuring, (cx) any Restricted Subsidiary DOC OP may Dispose of merge, consolidate or amalgamate with or into, or distribute or transfer all or substantially all of its assets to, DOC or the Borrower and (upon voluntary liquidation y) DOC may merge, consolidate or otherwise) to the Parent Borrower amalgamate with or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party into, or a Foreign Loan Party, then the transferee must be a U.S. Loan Party distribute or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists transfer all or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10substantially all its assets to, the Parent Borrower may merge with any other Person; provided that (i) Borrower, it being understood and agreed that, in the Parent Borrower shall be event the continuing successor or surviving corporation or (ii) if the Person formed by or surviving transferee entity in any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall transaction expressly assume all assumes the obligations of the Parent Borrower DOC OP under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory any DOC Debt, such assumption shall be permitted notwithstanding anything to the Administrative Agentcontrary in this Article VII and shall not constitute a new incurrence of Indebtedness for purposes of Section 7.03; provided that, (C) the Loan Parties shall provide such customary “know your customer” documentation as the Lenders may reasonably require in connection with such transfer. For avoidance of doubt, in each Guarantorcase to the extent constituting a merger, unless it is the other party to such merger dissolution, liquidation or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee each of the Obligations shall apply to the Successor Parent Borrower’s obligations Janus IPO Transactions is permitted under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;Section 7.04.

Fundamental Changes. MergeThe Borrower shall not, dissolvenor shall the Borrower permit any Restricted Subsidiary to, liquidateconsolidate, consolidate amalgamate or merge with or into or wind up into another Person, or Dispose liquidate or dissolve or dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than as part of the Transactions), except that: (a1) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that that (xa) the Parent Borrower shall be the continuing or surviving Person, , (yb) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia and and (zc) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, , (i) Holdings shall not be an obligor in respect of any Indebtedness that is not permitted to be Indebtedness of the Borrower under this Agreement, (ii) Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, Borrower, (iii) no Event of Default exists at such time or after giving effect to such merger or consolidationtransaction and (iv) after giving effect to such transaction, the a direct parent of the Parent Borrower shall will (A) expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for and the avoidance Borrower and (B) pledge 100% of doubt, the Equity Interests of the Parent Borrower shall be pledged held by such direct parent to the Administrative Agent as CollateralCollateral to secure the Obligations in form reasonably satisfactory to the Administrative Agent and the Borrower; (ia) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party, (b) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary that is a Loan Party; provided that a Loan Party and shall be the continuing or surviving Person; (iic) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States will be permitted; and (d) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its the Restricted Subsidiaries and if is not materially disadvantageous to the Lenders; provided that in the case of clause (d), the Person who receives the assets of such dissolving or liquidated Restricted Subsidiary that is a Guarantor shall be a Loan Party or such disposition shall otherwise be permitted under Section 7.05 or the definition of “Permitted Investments”; (c3) any Restricted Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i4) so long as no Event of Default exists has occurred and is continuing or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge or consolidate with (or dispose of all or substantially all of its assets to) any other Person; provided that (ia) the Parent Borrower shall be the continuing or surviving corporation or (iib) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (or, in connection with a disposition of all or substantially all of the Borrower’s assets, is the transferee of such assets) (any such Person, the a “Successor Parent Borrower”), ): (i) the Successor Borrower will: (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereof, Columbia, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, Agent and the Borrower and (C) deliver to the Administrative Agent (I) an Officer’s Certificate stating that such merger or consolidation or other transaction and such supplement to this Agreement or any Loan Document (as applicable) comply with this Agreement and (II) an Opinion of Counsel including customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent; (ii) substantially contemporaneously with such transaction (or at a later date as agreed by the Administrative Agent), (A) each Guarantor, unless it is the other party to such merger or consolidation, shall have will by a supplement to the Guaranty confirmed that (or in another form reasonably satisfactory to the Administrative Agent and the Borrower) reaffirm its Guarantee Guaranty of the Obligations shall apply to (including the Successor Parent Borrower’s obligations under this Agreement, ), (DB) each Loan Party, unless it is the other party to such merger or consolidation, shall have will, by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply (or in another form reasonably satisfactory to the Successor Parent Borrower’s obligations under this AgreementAdministrative Agent), confirm its grant or pledge thereunder, (EC) if reasonably requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have will, by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed Collateral Agent and the Borrower), confirm that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and Agreement; (Fiii) after giving pro forma effect to such incurrence, the Parent Borrower shall have delivered would be permitted to incur at least $1.00 of additional Permitted Ratio Debt; and (iv) to the extent reasonably requested by the Administrative Agent, the Administrative Agent an officer’s certificate shall have received at least two (2) Business Days prior to the consummation of such transaction all documentation and an opinion other information in respect of counselthe Successor Borrower required under applicable “know your customer” and anti-money laundering rules and regulations, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreementincluding the USA PATRIOT Act; provided, further, provided further that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this AgreementAgreement and in the case of the disposition of all or substantially all assets, the original Borrower will be released; (5) so long as no Event of Default has occurred and is continuing or would result therefrom, Holdings may merge or consolidate with (or dispose of all or substantially all of its assets to) any other Person; provided that (a) Holdings will be the continuing or surviving Person or (b) if: (i) the Person formed by or surviving any such merger or consolidation is not Holdings, (ii) Holdings is not the Person into which the applicable Person has been liquidated or (iii) in connection with a disposition of all or substantially all of Holding’s assets, the Person that is the transferee of such assets is not Holdings (any such Person described in the preceding clauses (i) through (iii), a “Successor Holdings”), then the Successor Holdings will: (A) be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia, (B) expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and the Borrower, (C) pledge 100% of the Equity Interests of the Borrower held by such Successor Holding Entity to the Administrative Agent as Collateral to secure the Obligations in accordance with the Security Agreement or otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, (D) if requested by the Administrative Agent, deliver, or cause the Borrower to deliver, to the Administrative Agent (I) an Officer’s Certificate stating that such merger or consolidation or other transaction and such supplement to this Agreement or any Collateral Document (as applicable) comply with this Agreement and (II) an Opinion of Counsel including customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent; and (iv) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received at least two (2) Business Days prior to the consummation of such transaction all documentation and other information in respect of the Successor Holdings required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; provided further that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and in the case of the disposition of all or substantially all assets, the original Holdings will be released; (6) any Restricted Subsidiary may merge or consolidate with (or dispose of all or substantially all of its assets to) any other Person in order to effect a Permitted Investment or other investment permitted pursuant to Section 7.05; (7) a merger, dissolution, liquidation, consolidation or disposition, the purpose of which is to effect a disposition permitted pursuant to Section 7.04 or a disposition that does not constitute any Asset Sale (other than a transaction described in clause (b) of the definition of Asset Sale); (8) the Borrower, Holdings and any Restricted Subsidiary may (a) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of the Borrower or the laws of a jurisdiction in the United States and (b) change its name; and (9) the Loan Parties and the Restricted Subsidiaries may consummate the Transactions.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, no Existing 2016 Notes shall remain outstanding at the time of such merger or consolidation, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as CollateralAgent; (i) any Restricted Subsidiary that is not a Non-Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Non-Loan Party, (ii) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary of the Borrower that is a Loan Party, (iii) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States shall be permitted (provided that the surviving Person shall be a Loan Party) and (iiiv) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (i) the transferee must be a U.S. Loan Party or Foreign (ii) to the extent constituting an Investment or giving rise to the incurrence of Indebtedness, such Investment must be a permitted Investment in or such Indebtedness must be Indebtedness of a Restricted Subsidiary which is not a Loan PartyParty in accordance with Sections 7.02 and 7.03, as the case may berespectively; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate certificate, if requested by the Administrative Agent, and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge or consolidate with any Person other than the Borrower (i) in order to effect an Investment permitted pursuant to Section 7.02 or (ii) for any other purpose; provided that (A) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11; and (B) in the case of subclause (ii) only, (1) if the merger or consolidation involves a Guarantor and such Guarantor is not the surviving Person, the surviving Restricted Subsidiary shall expressly assume all the obligations of such Guarantor under this Agreement and the other Loan Documents to which the Guarantor is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (2) the Borrower shall be in compliance with the financial covenant set forth in Article VIII to the extent then applicable (calculated on a Pro Forma Basis); and (f) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

Fundamental Changes. MergeNone of the Lead Borrower nor any of the Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (including, in each case, pursuant to a Delaware LLC Division), except that: (a) Holdings or any Restricted Subsidiary may merge merge, amalgamate or consolidate with the Parent (i) a Borrower (including a merger, the purpose of which is to reorganize the Parent such Borrower into a new jurisdiction); provided that (x) the Parent such Borrower shall be the continuing or surviving Person, (y) Person and such merger or consolidation does not result in the Parent such Borrower ceasing to be incorporated (1) with respect to the Lead Borrower, organized under the Laws laws of Bermuda or the United States, any state thereof or the District of Columbia and (z2) in with respect to the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Other Borrower and, after giving effect to such merger or consolidationParty, the direct parent United States, any state thereof or the District of Columbia, (ii) the Parent Lead Borrower shall expressly assume all the obligations of Holdings under this Agreement and the or (iii) one or more other Loan Documents to which Holdings Restricted Subsidiaries; provided that when any Person that is a party pursuant to Loan Party is merging with a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent andRestricted Subsidiary, for the avoidance of doubt, the Equity Interests of the Parent Borrower a Loan Party shall be pledged as Collateralthe continuing or surviving Person; (i) any Restricted Subsidiary that is not a Loan Party may merge merge, amalgamate or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or a Borrower or any Subsidiary may change its legal form (x) if the Parent Lead Borrower determines in good faith that such action is in the best interests interest of the Parent Lead Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the LendersLenders and (y) to the extent such Restricted Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Sections 7.02 (other than Section 7.02(e)) or Section 7.05 or, in the case of any such business, discontinued, shall be transferred to otherwise owned or conducted by another Loan Party after giving effect to such liquidation or dissolution (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Lead Borrower or another any other Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan PartyGuarantor, then (i) the transferee must be a U.S. Guarantor or a Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Loan Party or Foreign Loan Partyin accordance with Sections 7.02 and 7.03, as the case may berespectively; (d) (iI) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent each Borrower may merge or consolidate with any other Person; provided that (i) the Parent such Borrower shall be the continuing or surviving corporation or company or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent a Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized, (i) with respect to the Lead Borrower, organized or existing under the laws of Bermuda or the United States, any state thereof, thereof or the District of Columbia and (i) with respect to the Other Borrower Party, the United States, any state thereof or any territory thereofthe District of Columbia, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent applicable Borrower under this Agreement and the other Loan Documents to which the Parent such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations Guaranty shall apply to the Successor Parent Borrower’s obligations under this Agreementthe Loan Documents, (D) each Loan PartyGuarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreementthe Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement the Loan Documents, and (F) the Parent Lead Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with preserves the enforceability of this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent applicable Borrower under this Agreement;; and

Fundamental Changes. MergeThe Borrower will not, dissolve, liquidateand will not permit any of its Material Subsidiaries to, consolidate with or into another Personwith, merge into, or Dispose sell all or substantially all of the assets of the Borrower or any Material Subsidiary (whether in one a single transaction or in a series of related transactions) all to any other Person or substantially all permit any other Person to merge into the Borrower or any of its assets (whether now owned or hereafter acquired) to or in favor of any PersonMaterial Subsidiaries, except that: (a) Holdings : the Borrower or any Restricted Subsidiary of its Material Subsidiaries may merge or consolidate with the Parent Borrower one another or any other Person so long as (including a merger, the purpose of which is i) both before and immediately after giving effect to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to consolidation, no Default or Event of Default shall have occurred and be incorporated under the Laws of the United Statescontinuing, any state thereof or the District of Columbia and (zii) in the case of a merger or consolidation of Holdings with and into involving the Parent Borrower, Holdings shall have no direct Subsidiaries at the time Borrower is the surviving Person, (iii) in the case of such a merger or consolidation other than involving a Subsidiary Guarantor, the Parent Subsidiary Guarantor is the surviving Person (unless the respective Subsidiary Guarantor is merging into or consolidating with the Borrower and(in which case the Borrower will be the survivor thereof)), after giving effect to such (iv) in the case of a merger or consolidationconsolidation involving a Material Subsidiary, the direct parent of Material Subsidiary is the Parent Borrower shall expressly assume all surviving Person (unless the obligations of Holdings under this Agreement and respective Material Subsidiary is merging into or consolidating with the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if a Subsidiary Guarantor (in which case the transferor in such a transaction is a U.S. Loan Party Borrower or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Partyrespective Subsidiary Guarantor, as the case may be; , will be the survivor thereof)) and (dv) (i) so long as no Default exists or would result therefrom and in the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on case of a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with or involving a Material Subsidiary or any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such third Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have as the case may be, is consummated pursuant to an arm's length transaction and the Borrower or the Subsidiary receives at least fair market value therefor (as determined in good faith by a supplement to the Guaranty confirmed that its Guarantee of Borrower or such Subsidiary, as the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;case may be).

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall not be an obligor in respect of any Qualified Holding Company Debt or other Indebtedness that is not permitted to be Indebtedness of the Borrower under this Agreement, shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as CollateralAgent; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party, (ii) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary of the Borrower that is a Loan Party, (iii) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States shall be permitted and (iiiv) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the Lenders, provided, in the case of clauses (ii) through (iv), that (A) no Event of Default shall result therefrom, (B) no Change of Control shall result therefrom and (C) the surviving Person (or, with respect to clause (iv), the Person who receives the assets of such dissolving or liquidated Restricted Subsidiary that is a Guarantor) shall be a Loan Party; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (i) the transferee must be a U.S. Loan Party or Foreign (ii) such Investment must be a permitted Investment in a Restricted Subsidiary which is not a Loan Party, as the case may beParty in accordance with Sections 7.02 (other than Section 7.02(e)); (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge or consolidate with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Collateral Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement Agreement, and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, Holdings may merge or consolidate with any other Person; provided that (A) Holdings shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or is a Person into which Holdings has been liquidated (any such Person, the “Successor Holdings”) (A) the Successor Holdings shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (C) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement; (f) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02 (other than Section 7.02(e)); provided that the continuing or surviving Person shall be the Borrower or a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the applicable requirements of Section 6.11; (g) [Reserved]; and (h) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e)).

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than as part of the Transaction), except that: (a) Holdings or any Restricted Subsidiary may merge merge, amalgamate or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall not be an obligor in respect of any Qualified Holding Company Debt or other Indebtedness that is not permitted to be Indebtedness of the Parent Borrower under this Agreement, shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as CollateralAgent; (i) any Restricted Subsidiary that is not a Non-Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is a Non-Loan Party, (ii) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party, (iii) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States shall be permitted and (iiiv) any Restricted Subsidiary (other than the Parent Borrower) may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the Lenders; provided, in the case of clauses (ii) and (iii), (A) no Event of Default shall result therefrom and (B) the surviving Person (or, with respect to clause (iv), the Person who receives the assets of such dissolving or liquidated Restricted Subsidiary that is a Loan Party) shall be a Loan Party; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (i) the transferee must be a U.S. Loan Party or Foreign Loan Party(ii) to the extent constituting an Investment, as the case may besuch Investment must be a Restricted Payment permitted by Section 7.06 (other than Section 7.06(b)(xviii)) or a Permitted Investment; (d) (i) so long as no Default exists has occurred and is continuing or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge or consolidate with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement Agreement, and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement; (e) so long as no Default has occurred and is continuing or would result therefrom, Holdings may merge or consolidate with any other Person; provided that (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or is a Person into which Holdings has been liquidated (any such Person, the “Successor Holdings”), (A) the Successor Holdings shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (C) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement; (f) so long as no Default has occurred and is continuing or would result therefrom (in the case of a merger, amalgamation or consolidation involving a Loan Party), any Restricted Subsidiary may merge, amalgamate or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.06 (other than Section 7.06(b)(xviii)) or a Permitted Investment; provided that the continuing or surviving Person shall be the Parent Borrower or a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the applicable requirements of Section 6.11; (g) the Merger, related transactions contemplated by the Merger Agreement (and documents related thereto) and the Transaction may be consummated; and (h) so long as no Default has occurred and is continuing or would result therefrom, a merger, consolidation, amalgamation, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e)).

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (i) the transferee must be a U.S. Loan Party or Foreign (ii) to the extent constituting an Investment or giving rise to the incurrence of Indebtedness, such Investment must be a permitted Investment in or such Indebtedness must be Indebtedness of a Restricted Subsidiary which is not a Loan PartyParty in accordance with Sections 7.02 and 7.03, as the case may berespectively; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement Agreement, and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge or consolidate with any other Person (i) in order to effect an Investment permitted pursuant to Section 7.02 or (ii) for any other purpose; provided that (A) the continuing or surviving Person shall be the Parent Borrower or a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the applicable requirements of Section 6.11; and (B) in the case of subclause (ii) only, if (1) the merger or consolidation involves a U.S. Loan Party and such U.S. Loan Party is not the surviving Person, the surviving Restricted Subsidiary shall expressly assume all the obligations of such U.S. Loan Party under this Agreement and the other Loan Documents to which the U.S. Loan Party is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (2) the Secured Leverage Ratio for the Test Period immediately preceding such merger or consolidation calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10 is less than or equal to 4.5 to 1.0; (f) the Merger may be consummated; and (g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

Fundamental Changes. Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or (i) any Restricted Subsidiary of Holdings may merge merge, amalgamate, dissolve, liquidate or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdictionjurisdiction in any State of the United States or the District of Columbia); provided that (x) the Parent Borrower shall be the continuing or surviving Person or the surviving Person shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent and the Borrower (or, if not the Borrower, the surviving Person, (y) such merger and shall be a corporation or consolidation does not result in the Parent Borrower ceasing to be incorporated a limited liability company organized under the Laws laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may merge, amalgamate, dissolve, liquidate or dissolve consolidate with any one or more other Restricted Subsidiaries; (b) the Borrower or any Restricted Subsidiary may (if the validity, perfection and priority of the Liens securing the Obligations is not adversely affected thereby) change its legal form if the Parent Borrower determines in good faith that such action is in the best interests interest of the Parent Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the LendersLenders in any material respect (it being understood that in the case of any dissolution of a Restricted Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Restricted Subsidiary that is a Guarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent unless such Disposition of assets is permitted hereunder; and in the case of any change in legal form, a Restricted Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another to any Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan PartyGuarantor, then (i) the transferee must either be the Borrower or be or become a U.S. Loan Party Guarantor or Foreign (ii) to the extent constituting an Investment, such Investment must be an Investment not prohibited hereunder; provided further that the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Loan Party, as the case may be; (d) (i) so long as no Default exists any Restricted Subsidiary may merge, amalgamate or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger consolidate with, or consolidation in accordance with Section 1.10liquidate or dissolve into, the Parent Borrower may merge with any other PersonPerson in order to effect an Investment; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or Person shall, to the extent required by the terms hereof, have complied with the requirements of Section 6.12, (ii) if to the Person formed by or surviving any extent constituting an Investment, such merger or consolidation is Investment must be an Investment not prohibited hereunder and (iii) to the Parent Borrower extent constituting a Disposition, such Disposition must be permitted hereunder; (any such Person, the “Successor Parent Borrower”), (Ae) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents Restricted Subsidiaries may consummate the Transactions and any Transition Arrangements; (f) any Restricted Subsidiary may merge, dissolve, liquidate, amalgamate, consolidate with or into another Person in order to which the Parent Borrower is effect a party Disposition permitted pursuant to Section 7.04; and (g) any Investment may be structured as a supplement hereto merger, consolidation or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;amalgamation.

Fundamental Changes. MergeThe Borrower shall not, dissolvenor shall the Borrower permit any Restricted Subsidiary to, liquidateconsolidate, consolidate amalgamate or merge with or into or wind up into another Person, or Dispose liquidate or dissolve or dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than as part of the Transactions), except that: (a1) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that that (xa) the Parent Borrower shall be the continuing or surviving Person, , (yb) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia and and (zc) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, , (i) Holdings shall not be an obligor in respect of any Indebtedness that is not permitted to be Indebtedness of the Borrower under this Agreement, (ii) Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, Borrower, (iii) no Event of Default exists at such time or after giving effect to such merger or consolidationtransaction and (iv) after giving effect to such transaction, the a direct parent of the Parent Borrower shall will (A) expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for and the avoidance Borrower and (B) pledge 100% of doubt, the Equity Interests of the Parent Borrower shall be pledged held by such direct parent to the Administrative Agent as CollateralCollateral to secure the Obligations in form reasonably satisfactory to the Administrative Agent and the Borrower; (i2) (a) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;,

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, other than a Consolidating Merger, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom: (a) Holdings or any Restricted Subsidiary may merge or consolidate with (i) the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided , provided, that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof Person or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower surviving Person shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party Borrower pursuant to a supplement hereto or thereto in form documents reasonably satisfactory acceptable to the Administrative Agent andAgent, for or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the avoidance of doubt, the Equity Interests of the Parent Borrower Guarantor shall be pledged as Collateralthe continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03; (i) any Restricted Subsidiary that is not a Loan Party may merge merge, amalgamate or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the Obligations is not adversely affected thereby) change its legal form if the Parent Borrower determines in good faith that such action is in the best interests interest of the Parent Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the LendersLenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Restricted Subsidiary; provided provided, that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan PartyGuarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a U.S. permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party or Foreign Loan Partyin accordance with Sections 7.02 and 7.03, as the case may berespectively; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower any Restricted Subsidiary may merge with any other PersonPerson in order to effect an Investment permitted pursuant to Section 7.02; provided provided, that (i) the Parent Borrower shall be the continuing or surviving corporation Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) if to the Person formed by extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and (e) a merger, dissolution, liquidation, consolidation or surviving any such merger or consolidation is not the Parent Borrower (any such PersonDisposition, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws purpose of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents which is to which the Parent Borrower is effect a party Disposition permitted pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, Section 7.05 (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;than Section 7.05(d)(i)).

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings Parent or any Restricted Subsidiary may merge or consolidate with (i) the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings Parent with and into the Parent Borrower, Holdings Parent shall have no direct Subsidiaries at the time of such merger other than Foreign Holdings or consolidation Holdings, or (ii) Parent or any one or more other Restricted Subsidiaries other than the Borrower; provided that (i) when Parent Borrower andor any Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, after giving effect to a Loan Party shall be the continuing or surviving Person and (ii) in the case of a merger of Parent with another Restricted Subsidiary, Parent shall have no direct Subsidiaries at the time of such merger other than Foreign Holdings or consolidationHoldings; provided, the direct parent further that if a Specified Foreign Subsidiary is merging with another Restricted Subsidiary that is not a Subsidiary of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent andHoldings, for the avoidance of doubt, the Equity Interests of the Parent Borrower such surviving Person shall be pledged as Collaterala Guarantor; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary (other than the Borrower) may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (i) the transferee must be a U.S. Loan Party or Foreign (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan PartyParty in accordance with Sections 7.02 and 7.03, as the case may berespectively; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement Agreement, and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11; (f) [reserved]; (g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05; and (h) so long as no Default shall have occurred and be continuing or (in the case of the Foreign Reorganization) would result therefrom, the Foreign Reorganization and any Permitted Intercompany Transfer may be consummated.

Fundamental Changes. Merge, dissolve, liquidate, The Borrower will not consolidate with or into another Personmerge with or into, or Dispose transfer all or substantially all, or any substantial portion, of (whether its properties and assets to one or more Persons in one transaction or in a series of transactionsrelated transactions unless (i) if the Borrower is the surviving entity in any such consolidation or merger, after giving effect to such transaction, there would not exist any Default or Event of Default hereunder, (ii) if the Borrower is not the surviving entity in any such consolidation or merger, each of the Lenders (or in the case of any such consolidation or merger which is in the nature of an internal corporate reorganization of only the Borrower and its Subsidiaries and does not, in the reasonable judgment of the Required Lenders affect, in any material respect, the creditworthiness of the Borrower, the Required Lenders) consents to such consolidation or merger in advance or (iii) if the Borrower transfers all or substantially all, or any substantial portion, of its properties and assets, the transferee or transferees thereto are wholly owned Subsidiaries (except the transferee or transferees of any substantial portion of its properties and assets, but not all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personproperties and assets, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall not be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing required to be incorporated under wholly owned Subsidiaries if the Laws of transfer is for fair consideration as reasonably determined by the United States, Borrower) and any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings transferee that is a party domestic Subsidiary becomes a Loan Guarantor hereunder pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is Joinder Agreement substantially in the best interests form of Exhibit D (it being understood that the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee on behalf of the Obligations Lenders, may agree to amendments hereto solely to provide for such guarantor arrangements as it may reasonably determine are necessary or useful). For the purposes of this Section, “Subsidiary” of the Borrower shall apply to include any partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor happening of a Mortgaged Property, unless it is the other party contingency) to such merger or consolidation, shall have by an amendment to or restatement elect a majority of the applicable Mortgage (board of directors or other instrument reasonably satisfactory to managers thereof are at the Administrative Agent) confirmed that its obligations thereunder shall apply to time owned, or the Successor Parent management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by the Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;.

Fundamental Changes. Merge, dissolve, liquidate, recapitalize, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default has occurred and is continuing or would result therefrom: (a) Holdings any Borrower or any Restricted Significant Subsidiary that is a Loan Party may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction)any Domestic Subsidiary; provided that (xi) the Parent Borrower shall such Loan Party will be the continuing or surviving Person; or (ii) if such Loan Party is not the continuing or surviving Person, then (yA) such Loan Party will provide Administrative Agent with written notice at least ten days prior to the consummation of any such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (zB) in concurrently with the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time effectiveness of such merger or consolidation other than consolidation, the Parent Borrower and, continuing or surviving Domestic Subsidiary will execute such documentation as Administrative Agent requires in its Reasonable Discretion to evidence such Domestic Subsidiary’s assumption of all of the Obligations of such merging or consolidating Loan Party and to comply with the provisions of the Loan Documents after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (b) any Significant Subsidiary may merge or consolidate with (i) any Restricted Loan Party, provided that (A) such Loan Party will be the continuing or surviving Person or (B) if such Loan Party is not the continuing or surviving Person, then (1) such Subsidiary will be a Domestic Subsidiary, (2) the Loan Party will provide Administrative Agent with written notice at least ten days prior to the consummation of any such merger or consolidation and (3) concurrently with the effectiveness of such merger or consolidation, such Domestic Subsidiary will execute such documentation as Administrative Agent requires in its Reasonable Discretion to evidence such Domestic Subsidiary’s assumption of all of the Obligations of such merging or consolidating Loan Party and to comply with the provisions of the Loan Documents after giving effect to such merger or consolidation; (ii) any one or more other Domestic Subsidiaries that is not a Loan Party may merge Party, provided that if any merger or consolidate with consolidation of two such Domestic Subsidiaries which are not Loan Parties results in the creation of a Material Subsidiary, such resulting Subsidiary will be subject to Section 6.12; or into (iii) any other Restricted Foreign Subsidiary; provided that such merging or consolidating Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the LendersParty; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may bereserved; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance connection with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10any Permitted Acquisition, the Parent Borrower any Significant Subsidiary may merge into or consolidate with any other PersonPerson or permit any other Person to merge into or consolidate with it; provided that (i) the Parent Person surviving such merger will be a directly or indirectly wholly-owned Subsidiary of a Borrower shall be the continuing or surviving corporation or and (ii) in the case of any such merger to which any Loan Party is a party, (A) such Loan Party is the surviving Person, or (B) if such Loan Party is not the surviving Person, then (1) such surviving Person formed by or surviving will be a Domestic Subsidiary, (2) the Loan Party will provide Administrative Agent with written notice at least ten days prior to the consummation of any such merger or consolidation is not and (3) concurrently with the Parent Borrower (any effectiveness of such merger or consolidation, such surviving Person will execute such documentation as Administrative Agent requires in its Reasonable Discretion to evidence such surviving Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws ’s assumption of all of the United States, any state thereof, Obligations of such merging or consolidating Loan Party and to comply with the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations provisions of the Parent Borrower under this Agreement and the other Loan Documents to which (including the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (Crequirements of Section 6.12) each Guarantor, unless it is the other party after giving effect to such merger or consolidation; and (e) the liquidation or dissolution of any Subsidiary; provided that, shall have by in the case of any Subsidiary that is a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it (i) the Borrowers provide written notice to Administrative Agent at least ten days prior to the effectiveness of such liquidation or dissolution and (ii)(A) all assets and property of such Subsidiary is the other party transferred to another Loan Party or (B) if such assets and property are transferred to another Subsidiary, (1) such recipient Subsidiary is a Domestic Subsidiary and (2) if such transfer of assets and property to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to recipient Subsidiary results in the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor creation of a Mortgaged PropertyMaterial Subsidiary, unless it is upon the other party effectiveness of such transfer of assets or property the Borrowers will comply with Section 6.12 with respect to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;recipient Subsidiary.

Fundamental Changes. Merge, dissolve, liquidate, wind up, consolidate with or into another Person, reorganize, enter into a plan of reorganization, recapitalization or Dispose reclassify its Equity Interests (or agree to do any of the foregoing, unless such agreement provides as a condition to its effectiveness that either (whether y) the Required Lenders have consented in one transaction writing or will consent in writing concurrently with such effectiveness, or (z) (i) the Aggregate Commitments have been terminated or will be terminated concurrently with such effectiveness, (ii) all of the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted and any Other Liabilities which are not by their terms then due and payable provided that the Agents shall have received such indemnities and collateral security as they shall have required in accordance with the terms of Section 10.11 of the Credit Agreement) have been indefeasibly paid in full in cash or will be indefeasibly paid in full in cash concurrently with such effectiveness, (iii) all L/C Obligations have been, or will be concurrently with such effectiveness, reduced to zero (or fully Cash Collateralized or supported by another letter of credit in a series manner reasonably satisfactory to the L/C Issuer and the Administrative Agent), and (iv) the Administrative Agent has, or will have concurrently with such effectiveness, no further obligation to endeavor to cause the L/C Issuer to issue Letters of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonCredit under the Credit Agreement), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) Holdings or any Restricted Subsidiary of the Parent may merge or consolidate with the Parent Borrower (including with, or dissolve or liquidate into, a mergerLoan Party, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Loan Party shall be the continuing or surviving Person, and provided further that if a Borrower is party to any such merger or consolidation, such Borrower shall be the continuing or surviving Person, ; (yb) such merger or consolidation does not result in any Subsidiary of the Parent Borrower ceasing to be incorporated under the Laws (other than a Borrower) may merge or consolidate with, or dissolve or liquidate into any other Subsidiary of the United States, any state thereof or the District of Columbia and Parent (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower anda Loan Party), after giving effect provided that if a Loan Party is party to any such merger or consolidation, the direct parent surviving Person shall upon the effectiveness of the Parent Borrower shall any such merger or consolidation, expressly assume all the obligations duties, liabilities and Obligations of Holdings such Loan Party under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto documentation in form and substance reasonably satisfactory acceptable to the Administrative Agent andAgent, for the avoidance of doubtand provided further that in each case when any wholly-owned Subsidiary is merging or consolidating with another Subsidiary, the Equity Interests of the Parent Borrower wholly-owned Subsidiary shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge the continuing or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenderssurviving Person; (c) in connection with a Permitted Acquisition, any Restricted Subsidiary of a Loan Party (other than a Borrower) may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger or consolidation shall be a wholly-owned Subsidiary of a Loan Party, and (ii) if a Loan Party is party to any such merger or consolidation, (A) such Loan Party is the surviving Person or (B) the surviving Person shall upon the effectiveness of any such merger or consolidation, expressly assume all the duties, liabilities and Obligations of such Loan Party under this Agreement and the other Loan Documents pursuant to documentation in form and substance reasonably acceptable to the Administrative Agent; (d) (i) any Subsidiary of the Parent (other than a Loan Party) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or any one or more other Subsidiaries, (ii) any Loan Party (other than a Foreign Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party, then the transferee must be a U.S. and (iii) any Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Borrower; and (e) any Loan Party and any Subsidiary of a Loan Party may merge, dissolve, liquidate or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge consolidate with any other Person; provided that Person in connection with a Disposition permitted pursuant to clauses (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”b), (Af), (g), (h) the Successor Parent Borrower shall be an entity organized or existing under the laws (l) of the United States, any state thereof, the District definition of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;Permitted Dispositions.

Fundamental Changes. Merge, dissolve, liquidatereorganize, consolidate or amalgamate with or into another Person, or Dispose of any Person (whether in one transaction or in including pursuant to a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonDelaware LLC Division), except that: , so long as no Default then exists hereunder or would be caused thereby and Administrative Agent receives written notice of any such merger, consolidation or amalgamation, within 30 days (or such longer period as may be acceptable to Administrative Agent) of the effectiveness thereof if such merger, consolidation or amalgamation involves an Obligor, (i) Parent or any Restricted Subsidiary of Parent may merge into, consolidate or amalgamate with any other Restricted Subsidiary of Parent or any other Person, but only if (a) Holdings the Person surviving such merger, consolidation or amalgamation, or the Person formed by or continuing following such consolidation or amalgamation, shall be Parent or a Restricted Subsidiary of Parent, and (b) if an Obligor is a party to such merger, amalgamation or consolidation and the surviving or continuing Person of any such merger, consolidation, or amalgamation is not an Obligor, the surviving or continuing Person formed by, or continuing from, such merger, amalgamation, or consolidation, as the case may be, shall assume, in a manner reasonably satisfactory to Administrative Agent, the obligations of such Obligor under the Loan Documents to which such Obligor was a party, and Administrative Agent shall receive the documents required to be delivered pursuant to Section 6.5, Section 9.1.8 or Section 9.1.9 hereof; (ii) any Subsidiary that is not a Restricted Subsidiary may merge into or consolidate or amalgamate with any other Subsidiary so long as if an Obligor is a party to such merger, amalgamation or consolidation and the surviving or continuing Person of any such merger, consolidation, or amalgamation is not an Obligor, the surviving or continuing Person formed by such merger, amalgamation, or consolidation, as the case may be, shall assume, in a manner reasonably satisfactory to Administrative Agent, the obligations of such Obligor under the Loan Documents to which such Obligor was a party, and Administrative Agent receives the documents required to be delivered pursuant to Section 6.5, Section 9.1.8 or Section 9.1.9 hereof, (iii) any Restricted Subsidiary may merge into, consolidate or consolidate amalgamate with any other Restricted Subsidiary of Parent or any other Person in connection with a Permitted Acquisition and (iv) any Restricted Subsidiary may consummate a Delaware LLC Division (or comparable division under other Applicable Law) if, immediately upon or contemporaneously with the Parent Borrower (including a mergerconsummation of such Delaware LLC Division or comparable division, the purpose assets of which is such dividing Restricted Subsidiary are held by one or more Restricted Subsidiaries at such time or, with respect to reorganize assets not so held by one or more Restricted Subsidiaries, such Delaware LLC Division or comparable division, in the Parent Borrower into aggregate, would otherwise result in a new jurisdictiondisposition permitted by Section 9.2.8 (other than clause (v) thereof); provided that (x) if the Parent Borrower dividing Restricted Subsidiary is an Obligor, then any successor entity shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory become an Obligor to the Administrative Agent andextent required by and in accordance with Section 9.1.8. Parent shall not, for the avoidance of doubtand shall not permit any Restricted Subsidiary to, the Equity Interests of the Parent Borrower shall be pledged as Collateral; liquidate, wind up its affairs or dissolve itself or otherwise wind up its business, except (i) any Restricted Subsidiary that is not a Loan Party Borrower may merge liquidate or consolidate with dissolve or into any other wind up its affairs or business if all of its assets are transferred to Parent, a Borrower or another Restricted Subsidiary of and/or sold or otherwise transferred in a transaction permitted by Section 9.2.8 hereof and the Parent Borrower that is not a Loan Party net proceeds thereof are delivered to an Obligor or another Restricted Subsidiary, and (ii) any Restricted Immaterial Subsidiary may liquidate or dissolve or change wind up its legal form affairs or business if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) are transferred to the Parent another Immaterial Subsidiary, Parent, a Borrower or another Restricted Subsidiary; provided that if the transferor Subsidiary and/or sold or otherwise transferred in such a transaction is a U.S. Loan Party permitted by Section 9.2.8 hereof and, unless transferred to an Immaterial Subsidiary, the net proceeds thereof are delivered to an Obligor or a Foreign Loan PartyRestricted Subsidiary. Nothing in this Section 9.2.1 shall prohibit a merger, then the transferee must be a U.S. Loan Party reorganization, consolidation or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 amalgamation that is solely for the Test Period then last ended calculated on purpose of selecting an alternate jurisdiction or form of organization, and if a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered given notice within 30 days after such merger, reorganization, consolidation or amalgamation to the Administrative Agent an officer’s certificate and an opinion shall have taken such actions as Administrative Agent may reasonably request to assume all Obligations and maintain the perfection and priority of counselany Liens of Administrative Agent that would otherwise be adversely affected thereby. No Obligor shall, each stating that such merger or consolidation and such supplement to this Agreement or nor permit any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed Subsidiary to, change its name, FEIN, Organizational I.D. Number, Tax Reference or Employer PAYE Reference, change any Canadian Obligor’s domicile or location of chief executive office or change any UK Obligor’s centre of main interests unless, in each such case, a Borrower shall have given notice within 30 days after such change to Administrative Agent and shall have taken such action as Administrative Agent may reasonably request to maintain the perfection and priority of any Liens of Administrative Agent that would otherwise be substituted for, the Parent Borrower under this Agreement;adversely affected thereby.

Fundamental Changes. Merge(a) Neither Holdings nor the Borrower will, dissolvenor will they permit any Subsidiary to, liquidate, merge into or consolidate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in a series of transactions) all consolidate with it, or substantially all of its assets (whether now owned liquidate or hereafter acquired) to or in favor of any Persondissolve, except that: , if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (ai) Holdings or any Restricted Subsidiary Person may merge into or consolidate with the Parent Borrower (including in a merger, transaction in which the purpose of which Borrower is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof entity or the District of Columbia and surviving entity (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), ) (A) the Successor Parent Borrower shall be an entity is organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) expressly assumes the Successor Parent Borrower shall expressly assume all the Borrower’s obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each GuarantorSubsidiary Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Subsidiary Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security the Collateral Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, Agreement and (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;, (ii) any Person (other than the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party, (iii) any Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary, (iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04 and (v) Holdings, the Borrower or any Subsidiary may engage in a merger, consolidation, dissolution or liquidation, the purpose of which is to effect a disposition permitted pursuant to Section 6.05. (b) The Borrower will not, and Holdings and the Borrower will not permit any Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and the Subsidiaries on the date hereof and businesses reasonably related, incidental or ancillary thereto. (c) Holdings will not engage in any business or activity other than the ownership of all the outstanding Equity Interests of the Borrower and activities incidental thereto and compliance with its obligations under the Loan Documents, the ABL Credit Agreement and the Senior Unsecured Notes Documents or any Refinancing Indebtedness in respect thereof. Holdings will not own or acquire any material assets (other than Equity Interests of the Borrower, cash and Permitted Investments) or incur any liabilities (other than liabilities under the Loan Documents or Guarantees permitted by Section 6.01(b), liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities).

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall not be an obligor in respect of any Qualified Holding Company Debt or other Indebtedness that is not permitted to be Indebtedness of the Borrower under this Agreement, shall not be an obligor in respect of any Indebtedness that is not permitted to be Indebtedness of the Borrower under this Agreement, shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as CollateralAgent; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party, (ii) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary of the Borrower that is a Loan Party, (iii) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States shall be permitted and (iiiv) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the Lenders; provided, in the case of clauses (ii) through (iv) of this paragraph (b), that (A) no Event of Default shall result therefrom, (B) no Change of Control shall result therefrom and (C) the surviving Person (or, with respect to clause (iv), the Person who receives the assets of such dissolving or liquidated Restricted Subsidiary that is a Guarantor) shall be a Loan Party; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (i) the transferee must be a U.S. Loan Party or Foreign (ii) such Investment must be a permitted Investment in a Restricted Subsidiary which is not a Loan Party, as the case may beParty in accordance with Section 9.2 (other than clause (e) thereof) and must be a permitted Disposition in accordance with Section 9.5; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge or consolidate with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereofColumbia, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Collateral Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement Agreement, and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement; (e) [reserved]; (f) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 9.2 (other than Section 9.2(e)); provided that the continuing or surviving Person shall be the Borrower or a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the applicable requirements of Sections 8.11, 8.12 and 8.13; (g) the Merger may be consummated; and (h) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 9.5 (other than Section 9.5(e)).

Fundamental Changes. MergeThe Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, Person or Dispose of (whether reorganize itself in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personnon-U.S. jurisdiction, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a mergeri) any Loan Party, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower Loan Party shall be the continuing or surviving Person, Person or (yii) such merger any one or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation more other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as CollateralSubsidiaries; (ib) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower Borrower, the Guarantor or another Restricted Subsidiary; provided ; (c) Investments that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must are permitted under Section 7.02 shall be a U.S. Loan Party or Foreign Loan Party, as the case may bepermitted under this Section 7.04; (d) any dispositions of assets or mergers, dissolutions, liquidations or consolidations with another Person made in order to effect the Permitted Reorganization; and (ie) so long as no Default exists any Restricted Subsidiary or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge or consolidate with any other PersonPerson that is not a Subsidiary in connection with an Investment permitted under Section 7.02; provided that (i) in the Parent case of a merger or consolidation involving the Borrower, (A) the Borrower shall be the continuing or surviving corporation Person or (iiB) if the Person formed by or surviving any such merger or consolidation is not the Parent a Borrower (any such Person, the “Successor Parent Borrower”), (A1) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United StatesU.S., any state thereof, thereof or the District of Columbia or any territory thereofColumbia, (B2) the Successor Parent Borrower shall expressly assume all of the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent and (3) the Guarantor shall expressly reaffirm its Guarantee of the Obligations pursuant to a supplement in form and substance reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is ; provided that the Borrower agrees to provide any documentation and other party to such merger or consolidation, information about the Successor Borrower as shall have been reasonably requested in writing by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to any Lender through the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation and (ii) in the case of any merger or consolidation involving the Guarantor and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if a Restricted Subsidiary and not involving the foregoing are satisfiedBorrower, the Successor Parent Borrower will succeed to, and continuing or surviving Person must be substituted for, the Parent Borrower under this Agreement;Guarantor (or become the Guarantor upon the consummation thereof).

Fundamental Changes. Merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge merge, amalgamate or consolidate with the Parent Lead Administrative Borrower (including a mergermerger or amalgamation, the purpose of which is to reorganize the Parent Lead Administrative Borrower into a new jurisdiction); provided that (x) the Parent Lead Administrative Borrower shall be the continuing or surviving Person, (y) such merger merger, amalgamation or consolidation does not result in (1) the Parent Lead Administrative Borrower ceasing to be organized or incorporated under the Laws of the United Statesits Local Covered Jurisdiction or (2) any Loan Party becoming an Excluded Subsidiary, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Lead Administrative Borrower shall continue to be directly owned by one or more Loan Parties and pledged as Collateral pursuant to the terms of the Collateral Documents; (b) any Borrower may merge, amalgamate or consolidate with another Borrower (including a merger or amalgamation, the purpose of which is to reorganize a Borrower into a new jurisdiction); provided that (x) a Borrower (or, to the extent the Lead Administrative Borrower shall be a party to any such merger, amalgamation or consolidation, the Lead Administrative Borrower) shall be the continuing or surviving Person, (y) such merger, amalgamation or consolidation does not result in (1) a Borrower ceasing to be organized or incorporated under the Laws of a Covered Loan Party Jurisdiction or (2) any Loan Party becoming an Excluded Subsidiary, and (z) the Equity Interests of each Borrower shall continue to be directly owned by one or more Loan Parties and pledged as CollateralCollateral pursuant to the terms of the Collateral Documents; (i) any Restricted Subsidiary of Holdings that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower Holdings that is not a Loan Party and Party, (ii) any Restricted Subsidiary of Holdings (other than the Lead Administrative Borrower) may merge, amalgamate or consolidate with or into any other Restricted Subsidiary of Holdings that is a Loan Party (or, to the extent a Borrower shall be a party to any such merger, amalgamation or consolidation, a Borrower shall be a surviving or continuing entity), (iii) any merger or amalgamation the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction that is a Covered Loan Party Jurisdiction shall be permitted (provided that such Person and each of its Restricted Subsidiaries that is a Loan Party prior to such merger or amalgamation shall be a Loan Party after giving effect to such reincorporation or reorganization) and (iv) any Restricted Subsidiary of Holdings (other than the Lead Administrative Borrower) may wind-up, liquidate or dissolve or change its legal form if the Parent Lead Administrative Borrower determines in good faith that such action is in the best interests of the Parent Borrower Loan Parties and its their Restricted Subsidiaries and if is not materially disadvantageous to the Lenders; provided that, in the case of clauses (ii) through (iv) of this Section 9.4(c), (A) no Event of Default shall have occurred and be continuing or shall result therefrom and (B) the surviving or continuing Person (or, with respect to clause (iv), the Person who receives the assets of such dissolving or liquidated Restricted Subsidiary) shall be a Loan Party (in the case of any such transaction involving a Guarantor) or a Borrower (in the case of any such transaction involving a Borrower), the Equity Interest of whom shall be directly owned by one or more Loan Parties and pledged as Collateral pursuant to the terms of the Collateral Documents; (cd) any Restricted Subsidiary (other than a Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower a Loan Party or another Restricted Subsidiary; provided that (i) no Event of Default shall have occurred and be continuing or shall result therefrom and (ii) if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (1) the transferee must be a U.S. Loan Party or Foreign (2) such Investment must be a permitted Investment in a Restricted Subsidiary which is not a Loan Party, as the case may beParty in accordance with Section 9.2 (other than clause (e) thereof) and must be a permitted Disposition in accordance with Section 9.5; (d) (ie) so long as no Default exists or Event of Default is continuing or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Lead Administrative Borrower may merge merge, amalgamate or consolidate with any other Person; provided that (i) the Parent Lead Administrative Borrower shall be the continuing or surviving corporation Person or (ii) if the Person formed by or surviving or continuing after any such merger merger, amalgamation or consolidation is not the Parent Lead Administrative Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws Laws of the United States, any state thereofLocal Covered Jurisdiction of the merging Lead Administrative Borrower, the District Equity Interests of Columbia which shall be directly owned solely by one or any territory thereofmore Loan Parties and pledged as Collateral pursuant to the terms of the Collateral Documents), (B) the such Successor Parent Borrower shall expressly assume all the obligations of the Parent Lead Administrative Borrower under this Agreement and the other Loan Documents to which the Parent Lead Administrative Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantorother Loan Party, unless it is the other party to such merger merger, amalgamation or consolidation, shall have by a supplement to this Agreement and the Guaranty Guaranty, confirmed that its Obligations (including its Guarantee of the Obligations Obligations) shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger merger, amalgamation or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower Holdings shall have delivered (or caused to be delivered) to the Administrative Agent an officer’s (1) a certificate and an opinion of counsel, each stating a Responsible Officer certifying that such merger merger, amalgamation or consolidation consolidation, and any such supplement to this Agreement or any Collateral Document delivered in connection with any such merger, amalgamation or consolidation, comply with this AgreementAgreement and (2) a customary opinion of counsel, including customary organization, due execution and authority, enforceability and attachment and perfection opinions and such other customary opinions as reasonably requested by the Administrative Agent; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Lead Administrative Borrower under this AgreementAgreement and (F) the Administrative Agent shall have received, at least three (3) Business Days prior to such merger, amalgamation or consolidation, (1) all documentation and other information about the Successor Borrower required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Proceeds of Crime Act, and (2) to the extent that any Successor Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification with respect to such Successor Borrower, in each case, that shall have been requested in writing at least ten (10) Business Days prior to the date of such merger, amalgamation or consolidation; (f) so long as no Default or Event of Default is continuing or would result therefrom, any Restricted Subsidiary (other than the Lead Administrative Borrower) may merge, amalgamate or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 9.2 (other than Section 9.2(e)); provided that the continuing or surviving Person shall be a Borrower or a Restricted Subsidiary, which together with each of their Restricted Subsidiaries, shall have complied with the applicable requirements of Sections 8.11, 8.12 and 8.13; and (g) so long as no Default or Event of Default is continuing or would result therefrom, a merger, amalgamation, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 9.5 (other than Section 9.5(e)). Any transaction permitted by any of Sections 9.4(a) through 9.4(g) made in reliance on an Specified Asset Disposition/Investment Provision shall be subject to compliance with Section 7.4(b).

Fundamental Changes. Merge(a) The Domestic Borrower will not, dissolveand will not permit any Subsidiary to, liquidate, merge into or consolidate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in a series of transactions) all consolidate with it, or substantially all of its assets (whether now owned liquidate or hereafter acquired) to or in favor of any Persondissolve, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries if at the time of such merger or consolidation other than the Parent Borrower and, thereof and immediately after giving effect to such merger or consolidation, the direct parent of the Parent Borrower thereto no Default shall expressly assume all the obligations of Holdings under this Agreement have occurred and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; continuing (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Domestic Borrower that in a transaction in which the Domestic Borrower is not a Loan Party and the surviving corporation, (ii) any Restricted Subsidiary (other than a Subsidiary Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary (provided that the Domestic Borrower's proportionate interest in the assets and business of the merged Subsidiary has not diminished), (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Domestic Borrower or to another Subsidiary (provided that the Domestic Borrower's proportionate interest in the assets sold, transferred, leased, or disposed of has not diminished), and (iv) any Subsidiary (other than a Subsidiary Borrower) may liquidate or dissolve or change its legal form if the Parent Domestic Borrower determines in good faith that such action liquidation or dissolution is in the best interests of the Parent Domestic Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the Lenders; provided, however, that if any assets (constituting Collateral) of any of the Collateral Grantor Subsidiaries will be sold, assigned, transferred or otherwise disposed of in any way by virtue of any of the actions otherwise permitted under any of the foregoing clauses (i) through (iv), the parties to such merger or other such action shall notify the Administrative Agent and shall take all steps reasonably required by the Administrative Agent to preserve the Collateral Agent's first priority perfected security interest in all such Collateral, prior to consummation of such action. (b) The Domestic Borrower will not, and will not permit any Subsidiary to, sell, transfer, lease (as lessor) or otherwise dispose of (in one transaction or in any series of transactions) Equity Interests in any Subsidiary (whether owned on the Effective Date or thereafter acquired), or other assets of any kind, except for the following: (i) sales of inventory in the ordinary course of business; (ii) sales, conveyances and other transfers of accounts receivable permitted under Section 6.02(e); (iii) transactions permitted under subsection (a) of this Section; (iv) sales of obsolete equipment and other fixed assets sold in the normal course of business, provided that the net proceeds thereof are applied to the acquisition by the Domestic Borrower or a Subsidiary of operating assets used in the normal course of their business within 180 days from the date thereof (or, if such proceeds are received less than 180 days before the Maturity Date, provided that the Domestic Borrower can demonstrate to the reasonable satisfaction of the Administrative Agent that same will be so applied within such 180 day period); (v) the sale of the Thousand Oaks Building; and (vi) other sales, conveyances and other transfers of Equity Interests and assets of any kind, subject to an aggregate limit on the value of all such transfers under this clause (vi) of $25,000,000 during the 12-month period beginning on the Effective Date or on any anniversary thereof. Without limiting the foregoing, except as set forth above, neither the Domestic Borrower nor any Subsidiary shall sell, assign, discount or otherwise dispose of notes, accounts receivable or other rights to receive payment, with or without recourse, except for collections and credits in the ordinary course of business. (c) The Domestic Borrower will not, and will not permit any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) Subsidiaries to, engage in any business other than businesses of the type conducted by the Domestic Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto except to an extent not material to the Parent Domestic Borrower or another Restricted Subsidiary; provided that if the transferor in such and its Subsidiaries taken as a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be;whole. (d) (i) so long as no Default exists or would result therefrom and The preceding paragraphs of this Section 6.03 shall not limit the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;Securitization Transactions.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as CollateralAgent; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (i) the transferee must be a U.S. Loan Party or Foreign (ii) to the extent constituting an Investment or giving rise to the incurrence of Indebtedness, such Investment must be a permitted Investment in or such Indebtedness must be Indebtedness of a Restricted Subsidiary which is not a Loan PartyParty in accordance with Sections 7.02 and 7.03, as the case may berespectively; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each GuarantorSubsidiary Borrower, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (FD) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge or consolidate with any other Person (i) in order to effect an Investment permitted pursuant to Section 7.02 or (ii) for any other purpose; provided that (A) the continuing or surviving Person shall be the Parent Borrower or a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the applicable requirements of Section 6.11; and (B) in the case of subclause (ii) only, if (1) the merger or consolidation involves a Subsidiary Borrower and such Subsidiary Borrower is not the surviving Person, the surviving Restricted Subsidiary shall expressly assume all the obligations of such Subsidiary Borrower under this Agreement and the other Loan Documents to which the Subsidiary Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (2) the Senior Secured Leverage Ratio for the Test Period immediately preceding such merger or consolidation is less than or equal to 4.5 to 1.0 (calculated on a Pro Forma Basis); (f) the Merger may be consummated; and (g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

Fundamental Changes. Merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction or in effect a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonDivision, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that that: (xi) the Parent Borrower shall be the continuing or surviving Person, ; and (yii) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as CollateralColumbia; (ib) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary or liquidate or dissolve; (c) any merger the purpose of the Parent Borrower that which is not to reincorporate or reorganize a Loan Party and Restricted Subsidiary in another jurisdiction shall be permitted; (iid) any Restricted Subsidiary may liquidate or dissolve or change its legal form if form; provided (i) no Event of Default shall result therefrom and (ii) the Parent Borrower determines in good faith that surviving Person (or the Person who receives the assets of such action is in the best interests of the Parent Borrower and its dissolving or liquidated Restricted Subsidiaries and if not materially disadvantageous to the LendersSubsidiary) shall be a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (ie) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge or consolidate with any other Person; provided that that: (i) the Parent Borrower shall be the continuing or surviving corporation or corporation; or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), ; (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereof, Columbia; (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, ; (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, ; (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, ; (E) if requested by the Collateral Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Collateral Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and Agreement; and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement, and, with respect to such opinion of counsel only, including customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent; provided, further, it being agreed that if the foregoing are satisfied, the Successor Parent Borrower ▇▇▇▇▇▇▇▇ will succeed to, and be substituted for, the Parent Borrower under this Agreement; (f) any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment, Acquisition Transaction or other transaction not prohibited by the Loan Documents; (g) any Loan Party or any Restricted Subsidiary may conduct a Division that produces two or more surviving or resulting Persons; provided that (i) if a Division is conducted by the Borrower, then each surviving or resulting Person shall constitute a “Borrower” for all purposes of the Loan Documents (unless the Administrative Agent otherwise consents in its reasonable discretion) and shall remain jointly and severally liable for all Obligations (other than Excluded Swap Obligations, where applicable) of the Borrower immediately prior to such Division and otherwise comply with Section 7.04(e); and (ii) if a Division is conducted by a Loan Party other than the Borrower, then each surviving or resulting Person of such Division shall also be a Loan Party unless and to the extent any such surviving or resulting Loan Party is the subject of a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e)) or otherwise would constitute an Excluded Subsidiary; provided further that such surviving or resulting Person not becoming a Loan Party and the assets and property of such surviving or resulting Person not becoming Collateral shall, in each case, be treated as an Investment and shall be permitted under this Section 7.04(g)(ii) solely to the extent permitted under Section 7.02; and (h) as long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e)). Notwithstanding anything herein to the contrary, in the event of any merger, dissolution, liquidation, consolidation, amalgamation or Division of any Loan Party or a Restricted Subsidiary effected in accordance with this Section 7.04, the Borrower shall or shall cause, with respect to each surviving Restricted Subsidiary (a) promptly deliver or cause to be delivered to the Administrative Agent for further distribution by the Administrative Agent to each Lender (i) such information and documentation reasonably requested by the Administrative Agent or any Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) a Beneficial Ownership Certification and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or Collateral Agent may reasonably request in order to perfect or continue the perfection of the Liens granted or purported to be granted by the Collateral Documents in accordance with Section 6.11 and as promptly as practicable.

Fundamental Changes. Merge, dissolve, liquidate, consolidate Consolidate with or into another Personmerge with or into, or sell, convey, assign, lease, transfer or otherwise Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except thatunless: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory With regards to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral;Borrower, (i) any Restricted Subsidiary that is not a Loan Party may merge the resulting, surviving or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and transferee Person (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”)) will expressly assume, (A) by an assumption agreement, executed and delivered to the Successor Parent Borrower shall be an entity organized or existing under the laws of the United StatesAdministrative Agent, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, all the obligations of the Borrower hereunder; (Cii) each Guarantor, unless it is the other party immediately after giving effect to such merger transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or consolidationany Subsidiary of the Successor Borrower as a result of such transaction as having been Incurred by the Successor Borrower or such Subsidiary at the time of such transaction), no Default or Event of Default shall have by a supplement occurred and be continuing; (iii) immediately after giving effect to such transaction, either (x) the Guaranty confirmed that its Guarantee Fixed Charge Coverage Ratio for the Obligor Group and such Successor Borrower would be less than 2.50 to 1.00 or (y) the Fixed Charge Coverage Ratio for the Obligor Group and such Successor Borrower would be lower than it was immediately prior to giving effect to such transaction; (iv) the Liens of the Obligations shall apply to Administrative Agent on the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement assets of the applicable Mortgage Borrower and in the Capital Stock of the Borrower will not be adversely affected by any such transaction; and (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (Fv) the Parent Borrower shall have delivered to the Administrative Agent an officerOfficer’s certificate Certificate and an opinion of counselin form and substance reasonably satisfactory to the Administrative Agent, each stating to the effect that such consolidation, merger or consolidation and such supplement to this Agreement or any Collateral Document comply transfer complies with this Agreement; provided, further, that if the foregoing are satisfied. For purposes of this Section 7.04(a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Borrower, which properties and assets, if held by the Borrower instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Borrower on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Borrower. The Successor Parent Borrower will succeed to, and be substituted for, and may exercise every right and power of, the Parent Borrower hereunder but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under this Agreement;. Notwithstanding the foregoing clauses (ii) and (iii) (which do not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary (other than the Borrower) may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary (other than the Borrower). Notwithstanding the preceding clauses (ii) and (iii) (which do not apply to the transactions referred to in this sentence), the Borrower may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Borrower, reincorporating the Borrower in another jurisdiction, or changing the legal form of the Borrower so long as the amount of Indebtedness is not increased thereby. The foregoing provisions (other than the requirements of the foregoing clause (ii)) shall not apply to the formation or organization of a new Subsidiary as a Restricted Subsidiary. (b) With regards to the Guarantors, (i) the other Person is the Borrower or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or (ii) (x) either (1) a Guarantor is the continuing Person or (2) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor hereunder; and (y) immediately after giving effect to the transaction, no Default has occurred and is continuing; or (iii) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Borrower or a Restricted Subsidiary) otherwise permitted by this Agreement.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or Dispose of would result therefrom, (whether in one transaction i) any Person may merge with or into, consolidate with or amalgamate with the Borrower in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or transaction in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with which the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (yii) such merger any Person (other than Parent Guarantor) may merge with or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United Statesinto, consolidate with or amalgamate with any state thereof or the District of Columbia and Subsidiary (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger Borrower) in a transaction in which the continuing or consolidation, the direct parent surviving Person shall be a Subsidiary of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent andBorrower, for the avoidance of doubt, the Equity Interests (iii) any Subsidiary of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge with or into, consolidate with or into amalgamate with any other Restricted Person in order to consummate an Investment permitted by Section 7.02 or a Disposition permitted by Section 7.05; (iv) any Subsidiary of the Borrower may merge into, the Parent Guarantor, the Borrower that is not a Loan Party or any other Subsidiary of the Borrower; and (iiv) any Restricted Subsidiary of the Borrower may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action liquidation or dissolution is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the Lenders; . For the avoidance of doubt, in connection with an internal restructuring, (cx) any Restricted Subsidiary DOC OP may Dispose of merge, consolidate or amalgamate with or into, or distribute or transfer all or substantially all of its assets to, DOC or the Borrower and (upon voluntary liquidation y) DOC may merge, consolidate or otherwise) to the Parent Borrower amalgamate with or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party into, or a Foreign Loan Party, then the transferee must be a U.S. Loan Party distribute or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists transfer all or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10substantially all its assets to, the Parent Borrower may merge with any other Person; provided that (i) Borrower, it being understood and agreed that, in the Parent Borrower shall be event the continuing successor or surviving corporation or (ii) if the Person formed by or surviving transferee entity in any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall transaction expressly assume all assumes the obligations of the Parent Borrower DOC OP under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory any DOC Debt, such assumption shall be permitted notwithstanding anything to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, contrary in this Article VII and shall have by not constitute a supplement to the Guaranty confirmed that its Guarantee new incurrence of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this AgreementIndebtedness for purposes Section 7.03; provided, further, that if the foregoing are satisfiedprovided that, the Successor Parent Borrower will succeed to, and be substituted for, Loan Parties shall provide such customary “know your customer” documentation as the Parent Borrower under this Agreement;Lenders may reasonably require in connection with such transfer.

Fundamental Changes. Merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction or in effect a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonDivision, except that: (a) Holdings or any Any Restricted Subsidiary may merge merge, amalgamate or consolidate with the Parent Borrower (including a mergermerger or amalgamation, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that that: (xi) the Parent Borrower shall be the continuing or surviving Person, ; and (yii) such merger merger, amalgamation or consolidation does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower Columbia; and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (ib) any Restricted Subsidiary that is not a Loan Party may merge merge, amalgamate or consolidate with or into any other Restricted Subsidiary or liquidate or dissolve; (c) any merger or amalgamation the purpose of the Parent Borrower that which is not to reincorporate or reorganize a Loan Party and Restricted Subsidiary in another jurisdiction shall be permitted; (iid) any Restricted Subsidiary may liquidate or dissolve or change its legal form if form; provided (i) no Event of Default shall result therefrom and (ii) the Parent Borrower determines in good faith that surviving Person (or the Person who receives the assets of such action is in the best interests of the Parent Borrower and its dissolving or liquidated Restricted Subsidiaries and if not materially disadvantageous to the LendersSubsidiary) shall be a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (ie) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge merge, amalgamate or consolidate with any other Person; provided that that: (i) the Parent Borrower shall be the continuing or surviving corporation or corporation; or (ii) if the Person formed by or surviving any such merger merger, amalgamation or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), ; (Aa) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereof, Columbia; (Bb) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, ; (Cc) each Guarantor, unless it is the other party to such merger merger, amalgamation or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, ; (Dd) each Loan Party, unless it is the other party to such merger merger, amalgamation or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and the direct parent of such Person shall pledge 100.00% of the Equity Interests of such Person to the Administrative Agent as Collateral to secure the Obligations; and (Fe) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger merger, amalgamation or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement, and, with respect to such opinion of counsel only, including customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent; provided, further, it being agreed that if the foregoing are satisfied, the Successor Parent Borrower ▇▇▇▇▇▇▇▇ will succeed to, and be substituted for, the Parent Borrower under this Agreement; (f) any Restricted Subsidiary may merge, amalgamate or consolidate with any other Person in order to effect an Investment, Acquisition Transaction or other transaction not prohibited by the Loan Documents (other than any transaction pursuant to Section 7.02(o)); (g) any Loan Party or any Restricted Subsidiary may conduct a Division that produces two or more surviving or resulting Persons; provided that (i) if a Division is conducted by the Borrower, then each surviving or resulting Person shall constitute a “Borrower” for all purposes of the Loan Documents (unless the Administrative Agent otherwise consents in its reasonable discretion) and shall remain jointly and severally liable for all Obligations (other than Excluded Swap Obligations, where applicable) of the Borrower immediately prior to such Division and otherwise comply with Section 7.04(e); (ii) [reserved]; and (iii) if a Division is conducted by a Loan Party other than the Borrower, then each surviving or resulting Person of such Division shall also be a Loan Party unless and to the extent any such surviving or resulting Loan Party is the subject of a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e)) or otherwise would constitute an Excluded Subsidiary; provided further that such surviving or resulting Person not becoming a Loan Party and the assets and property of such surviving or resulting Person not becoming Collateral shall, in each case, be treated as an Investment and shall be permitted under this Section 7.04(g)(iii) solely to the extent permitted under Section 7.02; and (h) as long as no Default exists or would result therefrom, a merger, amalgamation, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e)). Notwithstanding anything herein to the contrary, in the event of any merger, dissolution, liquidation, consolidation, amalgamation or Division of any Loan Party or a Restricted Subsidiary effected in accordance with this Section 7.04, the Borrower shall or shall cause, with respect to each surviving or continuing Restricted Subsidiary (a) promptly deliver or cause to be delivered to the Administrative Agent for further distribution by the Administrative Agent to each Lender (i) such information and documentation reasonably requested by the Administrative Agent or any Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) a Beneficial Ownership Certification and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or Collateral Agent may reasonably request in order to perfect or continue the perfection of the Liens granted or purported to be granted by the Collateral Documents in accordance with Section 6.11 and as promptly as practicable

Fundamental Changes. Merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction or in effect a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonDivision, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that that: (xi) the Parent Borrower shall be the continuing or surviving Person, ; (yii) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia and Columbia; and (ziii) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings (A) no Event of Default shall have no direct Subsidiaries exist at the such time of or after giving effect to such merger or consolidation other than the Parent Borrower andconsolidation, (B) after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for and (C) such direct parent of the avoidance Borrower shall concurrently become a Guarantor and pledge 100% of doubt, the Equity Interests Interest of the Parent Borrower shall be pledged to the Administrative Agent as CollateralCollateral to secure the Obligations in form reasonably satisfactory to the Administrative Agent; (ib) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary or liquidate or dissolve; (c) any merger the purpose of the Parent Borrower that which is not to reincorporate or reorganize a Loan Party and Restricted Subsidiary in another jurisdiction shall be permitted; (iid) any Restricted Subsidiary may liquidate or dissolve or change its legal form if form; provided (i) no Event of Default shall result therefrom and (ii) the Parent Borrower determines in good faith that surviving Person (or the Person who receives the assets of such action is in the best interests of the Parent Borrower and its dissolving or liquidated Restricted Subsidiaries and if not materially disadvantageous to the LendersSubsidiary) shall be a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (ie) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge or consolidate with any other Person; provided that that: (i) the Parent Borrower shall be the continuing or surviving corporation or corporation; or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), ; (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereof, Columbia; (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, ; (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, ; (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, ; (E) if requested by the Collateral Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Collateral Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and Agreement; and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement, and, with respect to such opinion of counsel only, including customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent; provided, further, it being agreed that if the foregoing are satisfied, the Successor Parent Borrower ▇▇▇▇▇▇▇▇ will succeed to, and be substituted for, the Parent Borrower under this Agreement; (f) any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment, Acquisition Transaction or other transaction not prohibited by the Loan Documents; (g) any Loan Party or any Restricted Subsidiary may conduct a Division that produces two or more surviving or resulting Persons; provided that (i) if a Division is conducted by the Borrower, then each surviving or resulting Person shall constitute a “Borrower” for all purposes of the Loan Documents (unless the Administrative Agent otherwise consents in its reasonable discretion) and shall remain jointly and severally liable for all Obligations (other than Excluded Swap Obligations, where applicable) of the Borrower immediately prior to such Division and otherwise comply with Section 7.04(e); (ii) if a Division is conducted by Holdings, then all of the Equity Interests of the Borrower must be owned by only one Person that survives or results from such Division, and such Person owning such Equity Interests in the Borrower shall otherwise comply with Section 7.11(b)(ii), become a Guarantor and pledge 100% of the Equity Interests of the Borrower to the Collateral Agent; and (iii) if a Division is conducted by a Loan Party other than the Borrower or Holdings, then each surviving or resulting Person of such Division shall also be a Loan Party unless and to the extent any such surviving or resulting Loan Party is the subject of a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e)) or otherwise would constitute an Excluded Subsidiary; provided, further that such surviving or resulting Person not becoming a Loan Party and the assets and property of such surviving or resulting Person not becoming Collateral shall, in each case, be treated as an Investment and shall be permitted under this Section 7.04(h)(iii) solely to the extent permitted under Section 7.02; (h) as long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e)).

Fundamental Changes. MergeThe Company will not, dissolveand will not permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction convey, sell, lease, assign, transfer or in a series of transactions) otherwise dispose of, all or substantially all of its business units, assets (whether now owned or hereafter acquired) to or in favor of any Personother properties, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or Event of Default has occurred and is continuing or would result therefrom and therefrom, any Subsidiary of the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger Company or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other PersonPerson may be merged, amalgamated or consolidated with or into the Company or any Borrower; provided that (iA) the Parent Company or such Borrower shall be the continuing or surviving corporation entity or (iiB) if the Person formed by or surviving any such merger merger, amalgamation or consolidation is not the Parent Company or such Borrower (any such other Person, the “Successor Parent Borrower”), (A1) the Successor Parent Borrower shall shall, as the case may be, be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereofthereof or in the case of a Borrower that is a Foreign Subsidiary, under the law of the jurisdiction where the relevant Borrower that is a Foreign Subsidiary was organized, (B2) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Company or such Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C3) each Guarantor, unless it is the other 1 Note: Disposition schedule to be updated per Term Sheet. party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its guaranty thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed any applicable Collateral Document, affirmed that its Guarantee all of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall still apply to and (5) the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any supplements preserve the enforceability of the Guaranty and the perfection and priority of the Liens under the applicable Collateral Document comply with this Agreement; provided, further, Documents (it being understood that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower Company or such Borrower, as applicable, under this Agreement); (ii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Company (other than any Subsidiary that is a Borrower) or any other Person may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Company (other than any Subsidiary that is a Borrower), provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Company shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall, execute a supplement to the Guaranty and the relevant Collateral Documents in form and substance reasonably satisfactory to the Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, (iii) no Default or Event of Default has occurred and is continuing or would result from the consummation of such merger, amalgamation or consolidation and (iv) the Company shall have delivered to the Agent an officers’ certificate stating that such merger, amalgamation or consolidation and any such supplements to any Collateral Document preserve the enforceability of the Guaranties and the perfection and priority of the Liens under the applicable Collateral Documents; (iii) any Restricted Subsidiary that is not a Loan Party may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Restricted Subsidiary; (iv) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Loan Party, provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (v) any Restricted Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; (vi) to the extent that no Default or Event of Default would result from the consummation of such disposition or investment, the Company and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, investment or disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 5.02(e) or an Investment permitted pursuant to Section 5.02(d); (vii) the Company and the Restricted Subsidiaries may consummate a Disposition constituting the sale of manufacturing facilities and related assets, in connection with establishing outsourcing arrangements providing substantially similar functionality; and (viii) any other transaction set forth on Schedule 5.02(e) may be consummated; provided, however, except as permitted by Section 5.02(e)(x)(v), Section 5.02(e)(xiv) or Section 5.02(f)(vii), neither the Company nor any Domestic Subsidiary will convey, sell, lease, assign, transfer or otherwise dispose of (collectively, a “transfer”) any of its property, business or assets (including, without limitation leasehold interests), whether now owned or hereafter acquired, to any Foreign Subsidiary, except to the extent that such transfer or series of related transfers (A) individually or in the aggregate, would not reasonably be expected to materially and adversely affect the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, (B) are made for cash consideration payable in immediately available funds (provided that this clause (B) shall not apply to any transfer of Equity Interest for which reasonable equivalent non-cash value is given), and (C) are made for consideration equal to the value of the asset or assets that would be attributed to such asset or assets being transferred by an independent and unaffiliated third party purchasing such assets in an arms-length sale transaction as of such date, as determined in good faith by the Company.

Fundamental Changes. MergeNeither Holdings, the Borrower nor any of the Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) Holdings or the Parent Borrower (including a merger, the purpose of which is to reorganize Holdings or the Parent Borrower into a new jurisdiction); provided that (x) Holdings or the Parent Borrower shall be the continuing or surviving Person, (y) Person and such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated a corporation, partnership or limited liability company organized under the Laws of the United States, any state thereof or the District of Columbia or (ii) one or more other Restricted Subsidiaries; provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person; (i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (zii) any Subsidiary may liquidate or dissolve or the BorrowerHoldings or any Subsidiary may change its legal form (x) if the Borrowerif Holdings determines in good faith that such action is in the best interest of the BorrowerHoldings and its Subsidiaries and if not materially disadvantageous to the Lenders and (y) to the extent such Restricted Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Sections 7.02 (other than Section 7.02(e)) or Section 7.05 or, in the case of a merger any such business, discontinued, shall be transferred to otherwise owned or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, conducted by another Loan Party after giving effect to such liquidation or dissolution (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);and agreed that Omaha Holdings LLC, Gates Global LLC and Gates Holdings 1 LLC may liquidate or dissolve on or following the Amendment No. 9 Effective Date); (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or toHoldings or any another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively; (d) (I) so long as no Event of Default under Sections ‎8.01(a) or, solely with respect to the Borrower, 8.01‎(f) exists or wouldwill result therefrom, the Borrower may merge or consolidate with any other Person or assign its rights and obligations under this Agreement and the other Loan Documents to any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or entity or (ii) if the Person formed by or surviving any such merger or consolidationconsolidationtransaction is not the Borrower (any such Person, the direct parent “Successor CompanyBorrower”), (A) the Successor CompanyBorrower shall be an entity organized or existing under the Laws of the Parent United States, any state thereof, or the District of Columbia or any territory thereof, (B) the Successor CompanyBorrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidationtransaction, shall have confirmed that its Guaranty shall apply to the Successor Company’sBorrower’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidationtransaction, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’sBorrower’s obligations under the Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidationtransaction, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’sBorrower’s obligations under the Loan Documents, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidationtransaction and such supplement to this Agreement or any Collateral Document preserves the enforceability of this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided, further, that if the foregoing are satisfied, the Successor CompanyBorrower will succeed to, and be substituted for, the Borrower under this Agreement; and and (II) so long as no Event of Default under Sections ‎8.01(a) or, solely with respect to the Borrower, 8.01‎(f) exists or will result therefrom, Holdings may merge or consolidate with any other Person or assign its rights and obligations under this Agreement and the other Loan Documents to any other Person; provided that (i) Holdings shall be the continuing or surviving corporation or entity or (ii) if the Person formed by or surviving any such transaction is not Holdings (any such Person, the “Successor Holdings”), (A) the Successor Holdings shall be an entity organized or existing under the Laws of an Acceptable Jurisdiction, (B) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower Holdings shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation transaction and such supplement to this Agreement or any Collateral Document comply with preserves the enforceability of this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower Holdings will succeed to, and be substituted for, the Parent Borrower Holdings under this Agreement; (e) so long as no Default exists or would result therefrom (in the case of a merger involving a Loan Party), any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary or, the Borrower or Holdings, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11 to the extent required pursuant to the Collateral and Guarantee Requirement; (f) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05; (g) the BorrowerHoldings and its Subsidiaries may consummate Permitted Intercompany Activities; and (h) the BorrowerHoldings and its Subsidiaries may effect the formation, dissolution, liquidation or Disposition of any Subsidiary that is a Delaware Divided LLC, provided that, upon formation of such Delaware Divided LLC, the Borrower has complied with Section 6.11 to the extent applicable.

Fundamental Changes. MergeThe Lead Borrower will not, nor will it permit any other Borrower or any Subsidiary Facility Guarantor to, merge, amalgamate, dissolve, liquidate, wind up, consolidate with or into another Person, or Dispose dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge merge, consolidate or consolidate amalgamate with the Parent or into, (i) any Borrower (including a merger, consolidation or amalgamation, the purpose of which is to reorganize such Borrower into a new jurisdiction); provided that such Borrower shall be the continuing or surviving Person or (ii) any one or more other Restricted Subsidiaries; provided that when any Restricted Subsidiary that is a Loan Party is merging, consolidating or amalgamating with or into another Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person, except to the extent otherwise constituting an Investment permitted by SECTION 6.02 (other than SECTION 6.02(e)); (b) the Lead Borrower may merge, consolidate or amalgamate with or into, any Person (including a merger, consolidation or amalgamation, the purpose of which is to reorganize the Parent Lead Borrower into a new jurisdiction); provided that (xA) the Parent Lead Borrower shall be the continuing or surviving Person, or (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (iB) so long as no Event of Default exists has occurred and is continuing or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger merger, consolidation or consolidation amalgamation is not the Parent Lead Borrower (any such other Person, the “Successor Parent Lead Borrower”), (A1) the Successor Parent Lead Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereofColumbia, (B2) the Successor Parent Lead Borrower shall expressly assume all the obligations of the Parent Lead Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is in a party manner and pursuant to a supplement hereto or thereto in form documentation reasonably satisfactory to the Administrative Agent, (C3) each GuarantorFacility Guarantor or a Borrower, unless it is the other party to such merger merger, amalgamation or consolidation, shall have by execution of a supplement to its Facility Guarantee confirmed that its Guarantee thereunder shall apply to any Successor Lead Borrower’s obligations under this Agreement, (4) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the Guaranty confirmed any applicable Security Document affirmed that its Guarantee of the Obligations obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreementits Facility Guarantee as reaffirmed pursuant to clause (3), (D5) each Loan Partymortgagor pursuant to a Mortgage, if any, unless it is the other party to such merger merger, amalgamation or consolidation, shall have by a supplement to each Security Agreement confirmed affirmed that its obligations thereunder under such Mortgage shall apply to its Facility Guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Lead Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate of a Responsible Officer stating that such merger, amalgamation, or consolidation complies with the applicable requirements set forth in this clause (b), (y) at least two Business Days prior to the closing date of such merger, amalgamation or consolidation all documentation and other information about Successor Lead Borrower as has been reasonably requested in writing by the Administrative Agent that it reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationslaws, Anti-Corruption Laws, and Anti-Money Laundering Laws, including the Patriot Act, and (z) if reasonably requested by the Administrative Agent, an opinion of counselcounsel as to corporate matters and to the effect that the provisions set forth in the preceding clauses (3) through (5), each stating preserve the enforceability of the Facility Guarantee and the perfection of the Liens created under the applicable Security Documents; (i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party, (ii) any Loan Party may merge, amalgamate or consolidate with or into any other Loan Party, provided that if a Borrower is a party thereto, a Borrower shall be the continuing or surviving Person and (iii) any Subsidiary may liquidate, wind up or dissolve if the Lead Borrower determines in good faith that such merger or consolidation action is in the best interests of the Lead Borrower and such supplement its Subsidiaries and if not materially disadvantageous to this Agreement or any Collateral Document comply with this Agreementthe Lenders; provided, furtherthat with respect to this clause (b)(iii), a certificate of a Responsible Officer shall be delivered to the Administrative Agent at least five Business Days (or within such shorter period as the Administrative Agent shall agree in writing, in its sole discretion) prior to the liquidation, winding up or dissolution, together with a reasonably detailed description of the material terms and conditions thereof, stating that the Lead Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement; (d) any Restricted Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Lead Borrower or to another Restricted Subsidiary; provided that if the foregoing are satisfiedtransferor in such a transaction is a Loan Party, then (i) the transferee must be another Loan Party, or (ii) to the extent constituting an Investment, such Investment must be a Permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with SECTION 6.02 and SECTION 6.03, respectively; (e) any Restricted Subsidiary may merge, consolidate or amalgamate with any other Person in order to effect a Permitted Investment; provided that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of SECTION 5.11; and (f) the Lead Borrower and its Restricted Subsidiaries may consummate a merger, amalgamation, dissolution, winding up, liquidation, consolidation or Disposition, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;purpose of which is to effect a Permitted Disposition.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may The Company shall not merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate Person or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets to any Person unless (upon voluntary liquidation or otherwiseA) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then the transferee must be a U.S. Loan Party or Foreign Loan Party, as the case may be; (d) (i) so long as no Event of Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for continuing after giving effect to such merger or consolidation in accordance with Section 1.10, the Parent Borrower may merge with any other Person; provided that transaction and (iB)(x) the Parent Borrower Company shall be the continuing or surviving corporation entity or (iiy) (1) if the Person formed by or surviving any such merger or consolidation is not consolidation, or the Parent Borrower (any transferee of such Personassets, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall that expressly assume assumes all the obligations of the Parent Borrower Company under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form amendment to the Loan Documents reasonably satisfactory to the Administrative Agent, (C2) the Company and, during any Reinstated Guarantee Period, each GuarantorSubsidiary Guarantor shall have reaffirmed its obligations under the Loan Documents and (3) the Administrative Agent shall have received an opinion of counsel (which may be internal counsel to a Loan Party) which is reasonably satisfactory to the Administrative Agent and consistent with the opinions delivered on the Closing Date with respect to the Company. (b) During any Reinstated Guarantee Requirement Period, no Subsidiary that is a Subsidiary Guarantor shall merge or consolidate with any other Person or dispose of all or substantially all of its assets to any Person unless it is (i) the other party to Company or a Subsidiary Guarantor shall be the continuing entity or shall be the transferee of such assets, (ii) (A) the Person formed by or surviving such merger or consolidation, or the transferee of such assets, shall have by be an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia that expressly assumes all the obligations of such other Subsidiary Guarantor under the Loan Documents pursuant to a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement amendment to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument Loan Document reasonably satisfactory to the Administrative Agent, (B) confirmed that the Company and each then-remaining Loan Party shall have reaffirmed its obligations thereunder shall apply to under the Successor Parent Borrower’s obligations under this Agreement Loan Documents and (FC) the Parent Borrower Administrative Agent shall have delivered received an opinion of counsel (which may be internal counsel to a Loan Party) which is reasonably satisfactory to the Administrative Agent and, if applicable, consistent with the opinions delivered on the Closing Date with respect to such Loan Party, or (iii) in connection with an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;asset sale not prohibited by Section 7.3.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or Dispose of would result therefrom, (whether in one transaction i) any Person may merge with or into, consolidate with or amalgamate with the Borrower in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or transaction in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with which the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (yii) such merger any Person (other than Parent Guarantor) may merge with or consolidation does not result in the Parent Borrower ceasing to be incorporated under the Laws of the United Statesinto, consolidate with or amalgamate with any state thereof or the District of Columbia and Subsidiary (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger Borrower) in a transaction in which the continuing or consolidation, the direct parent surviving Person shall be a Subsidiary of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent andBorrower, for the avoidance of doubt, the Equity Interests (iii) any Subsidiary of the Parent Borrower shall be pledged as Collateral; (i) any Restricted Subsidiary that is not a Loan Party may merge with or into, consolidate with or into amalgamate with any other Restricted Person in order to consummate an Investment permitted by Section 7.02 or a Disposition permitted by Section 7.05 or an Investment; (iv) any Subsidiary of the Borrower may merge into, the Parent Guarantor, the Borrower that is not a Loan Party or any other Subsidiary of the Borrower; and (iiv) any Restricted Subsidiary of the Borrower may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action liquidation or dissolution is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the Lenders; . For the avoidance of doubt, in connection with an internal restructuring, (cx) any Restricted Subsidiary DOC OP may Dispose of merge, consolidate or amalgamate with or into, or distribute or transfer all or substantially all of its assets to, DOC or the Borrower and (upon voluntary liquidation y) DOC may merge, consolidate or otherwise) to the Parent Borrower amalgamate with or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party into, or a Foreign Loan Party, then the transferee must be a U.S. Loan Party distribute or Foreign Loan Party, as the case may be; (d) (i) so long as no Default exists transfer all or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10substantially all its assets to, the Parent Borrower may merge with any other Person; provided that (i) Borrower, it being understood and agreed that, in the Parent Borrower shall be event the continuing successor or surviving corporation or (ii) if the Person formed by or surviving transferee entity in any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall transaction expressly assume all assumes the obligations of the Parent Borrower DOC OP under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory any DOC Debt, such assumption shall be permitted notwithstanding anything to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, contrary in this Article VII and shall have by not constitute a supplement to the Guaranty confirmed that its Guarantee new incurrence of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor Indebtedness for purposes of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this AgreementSection 7.03; provided, further, that if the foregoing are satisfiedprovided that, the Successor Parent Borrower will succeed to, and be substituted for, Loan Parties shall provide such customary “know your customer” documentation as the Parent Borrower under this Agreement;Lenders may reasonably require in connection with such transfer.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall not be an obligor in respect of any Qualified Holding Company Debt or other Indebtedness that is not permitted to be Indebtedness of the Borrower under this Agreement, shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as CollateralAgent; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party, (ii) any Restricted Subsidiary may merge or consolidate with or into any 126 J. Crew Term Loan Credit Agreement other Restricted Subsidiary of the Borrower that is a Loan Party, (iii) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States shall be permitted and (iiiv) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the Lenders, provided, in the case of clauses (ii) through (iv), that (A) no Event of Default shall result therefrom, (B) no Change of Control shall result therefrom and (C) the surviving Person (or, with respect to clause (iv), the Person who receives the assets of such dissolving or liquidated Restricted Subsidiary that is a Guarantor) shall be a Loan Party; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (i) the transferee must be a U.S. Loan Party or Foreign (ii) such Investment must be a permitted Investment in a Restricted Subsidiary which is not a Loan Party, as the case may beParty in accordance with Sections 7.02 (other than Section 7.02(e)); (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge or consolidate with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Collateral Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement Agreement, and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement; 127 J. Crew Term Loan Credit Agreement (e) so long as no Default exists or would result therefrom, Holdings may merge or consolidate with any other Person; provided that (A) Holdings shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or is a Person into which Holdings has been liquidated (any such Person, the “Successor Holdings”) (A) the Successor Holdings shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (C) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement; (f) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02 (other than Section 7.02(e)); provided that the continuing or surviving Person shall be the Borrower or a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the applicable requirements of Section 6.11; (g) the Merger may be consummated; and (h) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e)).

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) Holdings or any Restricted Subsidiary may merge or consolidate with the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction); provided that (x) the Parent Borrower shall be the continuing or surviving Person, (y) such merger or consolidation does not result in the Parent Borrower ceasing to be incorporated organized under the Laws of the United States, any state thereof or the District of Columbia and (z) in the case of a merger or consolidation of Holdings with and into the Parent Borrower, Holdings shall not be an obligor in respect of any Qualified Holding Company Debt or other Indebtedness that is not permitted to be Indebtedness of the Borrower under this Agreement, shall have no direct Subsidiaries at the time of such merger or consolidation other than the Parent Borrower and, after giving effect to such merger or consolidation, the direct parent of the Parent Borrower shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and, for the avoidance of doubt, the Equity Interests of the Parent Borrower shall be pledged as CollateralAgent; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of the Parent Borrower that is not a Loan Party, (ii) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary of the Borrower that is a Loan Party, (iii) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States shall be permitted and (iiiv) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the best interests of the Parent Borrower and its Restricted Subsidiaries and if is not materially disadvantageous to the Lenders, provided, in the case of clauses (ii) through (iv), that (A) no Event of Default shall result therefrom, (B) no Change of Control shall result therefrom and (C) the surviving Person (or, with respect to clause (iv), the Person who receives the assets of such dissolving or liquidated Restricted Subsidiary that is a Guarantor) shall be a Loan Party; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a U.S. Loan Party or a Foreign Loan Party, then (i) the transferee must be a U.S. Loan Party or Foreign (ii) such Investment must be a permitted Investment in a Restricted Subsidiary which is not a Loan Party, as the case may beParty in accordance with Sections 7.02 (other than Section 7.02(e)); (d) (i) so long as no Default exists or would result therefrom and the Parent Borrower shall be in compliance with Section 7.14 for the Test Period then last ended calculated on a pro forma basis for such merger or consolidation in accordance with Section 1.10therefrom, the Parent Borrower may merge or consolidate with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Parent Borrower”), (A) the Successor Parent Borrower shall be an entity organized or existing under the laws Laws of the United States, any state thereof, thereof or the District of Columbia or any territory thereofColumbia, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee of the Obligations shall apply to the Successor Parent Borrower’s obligations under this Agreement, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to each the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Collateral Agent) confirmed that its obligations thereunder shall apply to the Successor Parent Borrower’s obligations under this Agreement Agreement, and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, Holdings may merge or consolidate with any other Person; provided that (A) Holdings shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or is a Person into which Holdings has been liquidated (any such Person, the “Successor Holdings”) (A) the Successor Holdings shall be an entity organized or existing under the Laws of the United States, any state thereof or the District of Columbia, (B) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (C) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement; (f) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02 (other than Section 7.02(e)); provided that the continuing or surviving Person shall be the Borrower or a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the applicable requirements of Section 6.11; (g) [reserved]; and (h) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e)).