Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan Party) 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 shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower No Consolidated Entity will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with into the Parent Borrower in a Person if transaction in which the Parent Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary may merge into another Subsidiary; provided that any Wholly-Owned Subsidiary in a Domestic transaction in which the surviving entity is a Wholly-Owned Subsidiary may not merge into a Foreign Subsidiary; and provided that and, if any party to such merger is a Subsidiary Loan Party, is or becomes a Subsidiary Loan Party shall be the surviving PersonParty, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and Parent Borrower, is not materially disadvantageous to the Lenders; providedLenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such merger involving business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Person Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if 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 not a whollyWholly-owned Owned Subsidiary immediately prior in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also consummate a Permitted Acquisition permitted by Section 7.46.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity.

Fundamental Changes. With respect to the Borrower or any Significant Subsidiary, without the consent of the Administrative Agent and the Required Lenders enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve (or suffer any liquidation or dissolution), convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the consolidated assets of the Borrower and its Subsidiaries, taken as a whole, except (a) The for sales, leases or rentals of property or assets in the ordinary course of business, (b) that any consolidated Subsidiary of the Borrower will notmay be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with any one or more Subsidiaries of the Borrower (provided that if any such transaction shall be between a Subsidiary and a wholly-owned Subsidiary, and will not permit the wholly-owned Subsidiary shall be the continuing or surviving corporation), (c) any Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or may sell, lease, transfer or otherwise dispose of (in a single transaction any or a series of transactions) all or substantially all of its assets (in each case, whether now upon voluntary liquidation or otherwise) to the Borrower or another wholly-owned or hereafter acquired) or all or substantially all Subsidiary of the stock Borrower and (d) the Borrower may be merged with any other Person if (i) the Borrower is the surviving corporation, (ii) immediately after giving effect to such merger, there shall exist no condition or event which constitutes an Event of Default or which, with the giving of notice or lapse of time or both, would constitute an Event of Default, and (iii) all representations and warranties contained in Article III hereof are true and correct in all material respects (except for any such representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which representation shall be true and correct in all respects) on and as of its Subsidiaries (in each casethe date of the consummation of such merger, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event as though restated on and as of Default shall have occurred and be continuing such date (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, except to the extent applicable, (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is representations and warranties specifically refer to an earlier date, in the best interests of the Borrower which case they shall be true and is not materially disadvantageous to the Lenders; provided, that correct in all material respects (except for any such merger involving a Person representation and warranty that is not a wholly-owned Subsidiary immediately prior qualified by materiality or reference to Material Adverse Effect, which representation shall be true and correct in all respects) as of such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4earlier date), if any, is also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge Merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of any Borrower may merge with into such Borrower in a Person if the transaction in which such Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10entity, (ii) any Subsidiary of Holdings may merge into another Subsidiary; Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a Domestic party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary may not merge into a Foreign Subsidiary; of Kmart Corp. and provided that Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger is (other than with a Borrower or Holdings), such Subsidiary Loan Party, a Subsidiary Loan Party Guarantor shall be the continuing or surviving Personentity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with of Holdings other than the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary Borrowers may sell, transfer, lease or otherwise dispose of all its assets to any Borrower, to Holdings or substantially all to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a Person that is not a Subsidiary Loan Party through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (viv) any Subsidiary (of Holdings other than a Subsidiary Loan Partythe Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrower Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders; provided, that and (vi) Holdings or any such merger involving Subsidiary of Holdings may merge with a Person that is not a wholly-owned Subsidiary of Holdings immediately prior to such merger shall not be permitted unless if, in the corresponding Investment (case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as defined in Section 7.4), if anyapplicable, is also permitted by the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 7.46.01(i)(ii).

Fundamental Changes. (a) The Borrower will not, and nor will not the Borrower permit any Subsidiary or any Parent Entity to, (1) merge into or consolidate into with any other Person, or (2) permit any other Person to merge into or consolidate with itit which would result in a Change in Control, or (3) sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactionstransactions and whether effected pursuant to a Division or otherwise) all or substantially all of its their consolidated assets (including all or substantially all of the Equity Interests in the Subsidiaries) (in each case, whether now owned or hereafter acquired), or (4) 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; providedprovided that, that if at the time thereof and immediately after giving effect thereto, no Default or Event following events shall be permitted without the consent of Default shall have occurred and be continuing the Lenders: (i) any Person may merge into the Borrower or any Subsidiary may merge with a Person Parent Entity in a transaction in which the Borrower or the Parent Entity is the surviving corporation (or, if the Borrower (or such Subsidiary if the Borrower Parent Entity is not a party the survivor, the Required Lenders have consented to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10transaction), (ii) any Subsidiary Person (other than the Borrower or a Parent Entity) may merge into another Subsidiary; provided that any Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) a Foreign Subsidiary any Parent Entity (other than the Parent) may merge into another Foreign Subsidiaryany other Parent Entity, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may liquidate or dissolve or sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party and another Subsidiary, (viv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to, another Person on an arm’s-length basis if the Borrower determines in good faith that such liquidation or dissolution dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; providedLenders and (vi) the Borrower or any Subsidiary may sell, that transfer, lease or otherwise dispose of any such merger involving a Person Subsidiary in connection with any disposition of assets that is not prohibited by this Agreement. The Borrower will not, and will not permit the Parent or any Guarantor to reorganize under the laws of a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless jurisdiction other than any state of the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4United States or the District of Columbia.

Fundamental Changes. (a) The Borrower will notMerge, and will not permit any Subsidiary todissolve, merge liquidate, consolidate with or into or consolidate into any other another Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (whether in a single one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or all or substantially all of the stock in favor of any of its Subsidiaries (in each casePerson; provided that, whether now owned or hereafter acquired) or liquidate or dissolve; providedsubject to Section 7.12 and provided that, that if at the time thereof and immediately after giving effect theretoto any such transaction, no Default or Event of Default shall have occurred and exist, (a) GFI may merge or consolidate with any of its Subsidiaries provided that GFI shall be the continuing or surviving corporation, (ib) the Foreign Borrower or any Subsidiary may merge or consolidate with a Person if any of its Subsidiaries provided that the Foreign Borrower shall be the continuing or surviving corporation, (or such Subsidiary if the Borrower is not a party to such mergerc) is the surviving Person or if the surviving Person is a any Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary of GFI may merge into another Subsidiary; provided that a or consolidate with any other Domestic Subsidiary may not merge into a Foreign Subsidiary; and of GFI provided that if any party to such merger a Loan Party is a Subsidiary Loan Partyparty thereto, a Subsidiary Loan Party shall be the continuing or surviving Personcorporation, (iiid) a any Foreign Subsidiary may merge into another or consolidate with any other Foreign SubsidiarySubsidiary provided that if a Loan Party is a party thereto, a Loan Party shall be the continuing or surviving corporation, (ive) any Foreign Subsidiary may be converted merged or consolidated with or into a limited liability company if it complies with any Loan Party provided that such Loan Party shall be the provisions of Section 5.10, to the extent applicablecontinuing or surviving corporation, (vf) any Domestic Subsidiary may sellwind up, transfer, lease liquidate or otherwise dispose of dissolve itself so long as it transfers all or substantially all of its assets to the Borrower a Domestic Loan Party prior to such wind up, liquidation or dissolution, (g) any Foreign Subsidiary may wind up, liquidate or dissolve itself so long as it transfers all or substantially all of its assets to a Subsidiary Foreign Loan Party and prior to such wind up, liquidation or dissolution, (vih) any Subsidiary (other than a Subsidiary Loan Party) may wind up, liquidate or dissolve itself if the Borrower GFI determines in good faith that such wind up, liquidation or dissolution is in the GFI’s best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, that any Lenders and the assets of such merger involving Subsidiary are transferred to a Person that is not a wholly-owned Subsidiary immediately Loan Party prior to such merger dissolution and (i) nothing in this Section 8.04 shall not be prohibit any Disposition otherwise permitted unless the corresponding Investment (as defined in under Section 7.4), if any, is also permitted by Section 7.48.05.

Fundamental Changes. (a) The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquiredacquired and including, in each case, pursuant to a Delaware LLC Division) or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that (i) any Inactive Subsidiary may (A) liquidate into its immediate parent company or dissolve, (B) merge into any other Inactive Subsidiary or (C) merge into the Borrower or any other Restricted Subsidiary that is a Loan Party; provided that the Borrower or such Restricted Subsidiary that is a Loan Party is the survivor of such merger, and (ii) if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (iexcept, in the case of an Acquisition subject to the Incremental Funds Certain Provision, in which case there is no Default or Event of Default immediately before or immediately after execution and delivery of the applicable Acquisition Agreement and there is no Specified Event of Default at the date the applicable Permitted Acquisition is consummated) (A) the Borrower or any Restricted Subsidiary may merge with a Person (other than Holdings); provided, that (x) if the Borrower is party to such merger, the Borrower shall be the surviving Person and (or such Subsidiary y) if the Borrower is not a party to such merger) , such Restricted Subsidiary or, in connection with a Permitted Acquisition, such Person if upon consummation of such merger such Person becomes a Restricted Subsidiary, is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10Person, (iiB) any Restricted Subsidiary may merge into another SubsidiaryRestricted Subsidiary or the Borrower; provided provided, however, that if the Borrower is a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided party to such merger, the Borrower shall be the surviving Person, provided, further, that if any party Restricted Subsidiary to such merger is a Subsidiary Loan Party, a the Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (ivC) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Restricted 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 and Party, or (viD) any other Restricted Subsidiary (other than a Subsidiary Loan Party) 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 Borrower, is not materially disadvantageous to the Lenders, and such Restricted Subsidiary dissolves into another Subsidiary Loan Party or the Borrower; provided, that any such merger involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, consolidate with or merge into with or consolidate into any other Personinto, or permit any other Person to merge into transfer all or consolidate with itsubstantially all, or sellany substantial portion, lease, transfer of its properties and assets to one or otherwise dispose of (more Persons in a single transaction one or 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 properties and assets, shall not be required to be wholly owned Subsidiaries if the transfer is for fair consideration as reasonably determined by the Borrower) and any such transferee that is a domestic Subsidiary becomes a Loan Guarantor hereunder pursuant to a Joinder Agreement substantially in the form of Exhibit D (in each caseit being understood that the Borrower and the Administrative Agent, whether now owned or hereafter acquired) or all or substantially all on behalf of the 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 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 any the happening of its Subsidiaries (in each case, whether now owned a contingency) to elect a majority of the board of directors or hereafter acquired) or liquidate or dissolve; provided, that if other managers thereof are at the time thereof and immediately after giving effect theretoowned, no Default or Event the management of Default shall have occurred and be continuing (i) which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan Party) 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 shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4Borrower.

Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Person (other than the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such mergerBorrower) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Partyor be consolidated with, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose Dispose of all or substantially all of its assets or the stock of any of its Subsidiaries to, the Borrower in a transaction in which the Borrower is the surviving entity or transferee and, if such Person is not a Subsidiary, such merger or consolidation constitutes a Permitted Acquisition, (ii) any Person (other than the Borrower) may merge into or be consolidated with, or Dispose of all or substantially all of its assets or the stock of any of its Subsidiaries to, any other Loan Party in a transaction in which the surviving entity or transferee is a Loan Party and, if such Person is not a Subsidiary, such merger constitutes a Permitted Acquisition, and if any such Loan Party is a Domestic Subsidiary, such Domestic Subsidiary shall be the surviving entity or transferee, (iii) any Subsidiary that is not a Loan Party may merge into or be consolidated with any other Subsidiary, provided that Domestic Subsidiaries may not merge into Foreign Subsidiaries unless the Domestic Subsidiary is the 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, (v) any Subsidiary may liquidate into the Borrower or to a any other Subsidiary Loan Party and (vi) any Subsidiary (other than a Subsidiary Loan Party) 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, provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.04. 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.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge Merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or any line of business or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) 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 continuing, (i) the Borrower or any Restricted Subsidiary may merge with a Person pursuant to a Permitted Acquisition if the Borrower (or such Restricted Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10Person, (ii) any Restricted Subsidiary may merge into another Restricted Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided , provided, that if any party to such merger is a Subsidiary Loan PartyGuarantor, a Subsidiary Loan Party the Guarantor shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary any Loan Party and Party, (viiv) any Restricted Subsidiary (other than a Subsidiary Loan PartyGuarantor) 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 LendersLenders and (v) any HMO Subsidiary and Insurance Subsidiary may merge with any other HMO Subsidiary, Insurance Subsidiary or Subsidiary of an HMO Subsidiary or Insurance Subsidiary; provided, provided that (x) its assets are all disposed of pursuant to Section 2.12(a) and (y) any such merger involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4.

Fundamental Changes. (a) The Parent Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (ia) any Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (b) any Person may merge or consolidate with any Wholly Owned Subsidiary Guarantor so long as the surviving entity is or becomes a Wholly Owned Subsidiary Guarantor, (c) any Subsidiary may Dispose of its assets to the Parent Borrower or any Wholly Owned Subsidiary Guarantor pursuant to a transaction of liquidation or dissolution, (d) the Parent Borrower or any Subsidiary may merge with Dispose of any Subsidiary pursuant to a Person if the Borrower (or merger of such Subsidiary if the Borrower in a Disposition permitted by Section 6.6, (e) any Foreign Subsidiary or other Subsidiary that is not a party to such merger) is Subsidiary Guarantor may merge or consolidate with any other Person so long as the surviving Person entity is a Subsidiary (provided that in the case of a merger or if consolidation involving a Foreign Subsidiary Borrower, the surviving Person entity is a Domestic Borrower) or Dispose of its assets to any other Subsidiary thereafter pursuant to a transaction of liquidation or dissolution and complies with Section 5.10(f) the Parent Borrower may merge or consolidate into any other Person so long as (i) the surviving entity assumes all the Obligations of the Parent Borrower hereunder and under the other Loan Documents pursuant to a written agreement satisfactory to the Administrative Agent, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Personentity is organized under the laws of a jurisdiction within the United States of America, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiaryno Default or Event of Default shall have occurred and be continuing, or would occur after giving effect to such merger, (iv) any Subsidiary may the Parent Borrower shall be converted into in compliance, on a limited liability company if it complies pro forma basis after giving effect to such merger or consolidation, as applicable, with the provisions covenants contained in Section 6.1, in each case recomputed as at the last day of Section 5.10, the most recently ended fiscal quarter of the Parent Borrower for which the relevant information is available as if such merger or consolidation had occurred on the first day of each relevant period for testing such compliance (as demonstrated in a certificate of a Financial Officer delivered to the extent applicable, (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan Party) 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 Administrative Agent at least ten Business Days prior to such merger or consolidation) and (v) all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such merger or consolidation to have a valid, legal and perfected security interest in all the Collateral to the same extent as prior to such merger or consolidation. It is understood that no transaction pursuant to this Section 6.4 shall not be permitted unless the corresponding any Investment (as defined or Disposition made in Section 7.4), if any, connection therewith is also expressly permitted by Section 7.46.5 or 6.6, as applicable.

Fundamental Changes. (a) The Except as otherwise consented to by the Required Lenders, the Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets assets, or (in each case, whether now owned or hereafter acquired) sell, transfer, lease or all or substantially all of the stock otherwise dispose of any Capital Stock of its Subsidiaries (in each caseany Subsidiary, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) any Person may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary Person may merge into another Subsidiary; provided that any Wholly-Owned Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonWholly-Owned Subsidiary, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Wholly-Owned Subsidiary; provided that, upon request of the Required Lenders, any deferred purchase price shall be evidenced by a promissory note in form and substance reasonably acceptable to the Required Lenders, (iv) the Borrower or any Subsidiary Loan Party may sell, transfer, lease or otherwise dispose of its assets to the extent permitted by Section 6.07(c) and (viv) any Subsidiary (other than a the Subsidiary Loan Party) Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a whollyWholly-owned Owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.04.

Fundamental Changes. Neither the Initial Guarantor nor the Borrower will (a) The Borrower will not, and will not permit any Subsidiary to, consolidate or merge into with or consolidate into any other Person, Person or permit any other Person to merge into or consolidate with it, or (b) sell, lease, transfer lease or otherwise dispose of transfer (in a single one transaction or in a series of transactions) all or substantially all of its assets to any other Person; provided that (in each casei) the Borrower may consolidate or merge with or into, whether now owned or hereafter acquired) sell, lease, or otherwise transfer all or substantially all of its assets to, the stock of any Initial Guarantor, and the Initial Guarantor may consolidate or merge with or into, or sell, lease, or otherwise transfer all or substantially all of its Subsidiaries assets to, the Borrower, (ii) any Person may consolidate or merge with or into the Initial Guarantor or the Borrower in each casea transaction in which the Initial Guarantor or the Borrower is the surviving Person, whether now owned or hereafter acquiredand (iii) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) continuing, any Person may consolidate or merge with or into the Initial Guarantor or the Borrower, and the Initial Guarantor or the Borrower may consolidate or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is into any Person, as long as the surviving Person entity, if other than the Initial Guarantor or if the surviving Person is a Domestic Subsidiary thereafter Borrower, has an Investment Grade Rating and complies with Section 5.10assumes each of the obligations of the Initial Guarantor or the Borrower, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; as applicable, under the Loan Documents pursuant to an agreement executed and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, delivered to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets Lenders in a form reasonably satisfactory to the Borrower or to a Subsidiary Loan Party Required Lenders and (vi) any Subsidiary (such surviving entity provides all documentation and other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower information required by regulatory authorities under applicable “know your customer”, “beneficial ownership” and is not materially disadvantageous anti-money laundering rules and regulations, including without limitation with respect to the Lenders; providedPATRIOT Act and Beneficial Ownership Regulation, that any such merger involving in a Person that is not a wholly-owned Subsidiary immediately prior form reasonably satisfactory to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4Administrative Agent.

Fundamental Changes. (a) The Borrower will It shall not, and will not nor shall it permit any Subsidiary of its Subsidiaries (other than any Newco Subordinated Guarantor) to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sellliquidate, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate wind up or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower any of BDC, any Newco Senior Guarantor, any Newco Subordinated Guarantor or any Subsidiary of their respective Subsidiaries may merge with into BDC or any Newco Senior Guarantor in a Person if the Borrower (transaction in which BDC or such Subsidiary if the Borrower is not a party to such merger) Newco Senior Guarantor is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10entity, (ii) any Subsidiary of BDC may merge into another Subsidiary; provided that any Subsidiary of BDC in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a wholly-owned Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Personof BDC, (iii) a Foreign any Subsidiary of any Newco Senior Guarantor may merge into another Foreign Subsidiaryany Subsidiary of any Newco Senior Guarantor in a transaction in which the surviving entity is a wholly-owned Subsidiary of a Newco Senior Guarantor, (iv) BDC or any Newco Senior Guarantor or any Subsidiary thereof may be converted into merge or consolidate with any other Person in order to effect a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, Permitted BDC/Newco Acquisition and (v) BDC, any Newco Senior Guarantor or 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 and (vi) any Subsidiary (other than a Subsidiary Loan Party) thereof may liquidate or dissolve if the Borrower Ultimate Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Ultimate Parent 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 shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower Guarantor will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial portion of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the capital stock of any of its the Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default or default under the Obligation Documents shall have occurred and be continuing (i) the Borrower or any Subsidiary Person may merge into or consolidate with Guarantor in a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) transaction in which Guarantor is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary Person may merge into another Subsidiary; provided that any Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Guarantor or to a Subsidiary Loan Party and another Subsidiary, (viiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Guarantor and is not materially disadvantageous to BNPLC or the Lenders; providedParticipants and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to Guarantor or another Subsidiary in an amount consistent with such person's ownership percentage of the Subsidiary being dissolved or liquidated, that (v) Guarantor and the Subsidiaries may sell, lease or otherwise dispose of property in any individual transaction not related to any other such merger involving a Person that transaction if the aggregate fair market value of the assets sold, leased or otherwise disposed of in such transaction is not a wholly-owned less than $2,000,000, (vi) Guarantor and/or any of the Subsidiaries may sell or otherwise transfer their accounts receivable and other assets to any Special Purpose Subsidiary immediately prior and/or any Special Purpose Subsidiary may sell or otherwise transfer such accounts receivable or other property (or interests therein) if otherwise permitted under Paragraph 3.02(f), and (vii) Guarantor and the Subsidiaries may sell, lease or otherwise dispose of property in any other transaction in the ordinary course of business, provided that, with respect to such merger transactions outside of the ordinary course of business, the aggregate fair market value of all assets sold, leased or otherwise disposed of in transactions under this clause (vii) shall not be permitted unless when taken together at the corresponding Investment (time of each such sale, lease or other disposition exceed 25% of Consolidated Tangible Assets as defined of the last day of the most recent fiscal period in Section 7.4), if any, is also permitted by Section 7.4respect of which financial statements shall have been delivered pursuant to Paragraph 2.01 at such time.

Fundamental Changes. of the Credit Agreement is hereby amended by inserting the following text immediately preceding the period (a“.”) The at the end of said Section: “; provided, that the Borrower will notmay, and will not permit any Subsidiary or may cause its Subsidiaries to, merge into liquidate, wind up, dissolve, deregister or consolidate into take similar action with respect to (i) any other Person, of the Foreign Subsidiaries listed on Schedule 7.04(a) (Dormant Foreign Subsidiaries) or permit (ii) any other Person Permitted Restructured Foreign Subsidiary that the Administrative Agent approves in writing (such approval shall be subject to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose the Administrative Agent’s receipt and review of (in x) a single transaction 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 a series similar action of transactionssuch Permitted Restructured Foreign Subsidiary is necessary for or beneficial to (taking into account all relevant factors) all or substantially all of the Borrower and its assets Subsidiaries, (in each case, whether now owned or hereafter acquiredC) or all or substantially all of the stock assets of any such Permitted Restructured Foreign Subsidiary have been transferred or will be transferred in connection with the contemplated liquidation, wind up, dissolution, deregistration or similar action to the Borrower or a Subsidiary of its Subsidiaries the Borrower (or that such assets have been otherwise Disposed (or will be Disposed in each caseconnection with the contemplated liquidation, whether now owned wind up, dissolution, deregistration or hereafter acquiredsimilar action) or liquidate or dissolve; provided, that if at the time thereof pursuant to a Disposition permitted by this Agreement) and immediately after giving effect thereto, (D) no Default or Event of Default shall have occurred and be continuing both before and immediately after giving effect to such liquidation, wind up, dissolution, deregistration or similar action and (iy) 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”); provided, further, that in connection with strategic tax planning by the Borrower or any Subsidiary may merge with a Person if and its Subsidiaries, notwithstanding anything to the Borrower (or such Subsidiary if the Borrower is not a party contrary in this Agreement, but subject to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary each Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions ’s obligations under Section 6.14 and Section 6.20 of Section 5.10, this Agreement to the extent applicable, (vi) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower may, or to may cause its Subsidiaries to, restructure the ownership of those Foreign Subsidiaries identified on Schedule 7.04(b)(Restructured Foreign Subsidiaries), including in a Subsidiary Loan Party and (vi) any Subsidiary (manner that may result in one or more of such Foreign Subsidiaries becoming Subsidiaries of other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests Foreign Subsidiaries of the Borrower and is not materially disadvantageous no longer being owned directly by a Loan Party, and (ii) with the prior written consent of the Administrative Agent, the Borrower 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 Lenders; providedAdministrative 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 continuing 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 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 merger involving a Person that is not a wholly-owned Foreign Subsidiary, and any Permitted Restructured Foreign Subsidiary immediately in connection with any liquidation, wind up, dissolution, deregistration or similar action or restructuring permitted pursuant to this 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 merger shall not be permitted unless the corresponding Investment (event, as defined well as in Section 7.4), if any, is also permitted by Section 7.4connection with any Permitted Intercompany Merger.”.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; providedprovided that if, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary of Xxxx Realty OP may merge with a Person if the Borrower and into Xxxx Realty OP (or it being understood and agreed that in any such Subsidiary if the Borrower is not a party to such merger) is event Xxxx Realty OP will be the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10Person), (ii) any Subsidiary of Xxxx OP may merge with and into Xxxx OP (it being understood and agreed that in any such event Xxxx OP will be the surviving Person), (iii) any Subsidiary of Xxxx Realty OP or Xxxx OP may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and of Xxxx Realty OP or Xxxx OP, respectively, provided that if any party to such merger is a Subsidiary Loan PartyGuarantor or a Poolan Unencumbered Property Owner, a the Subsidiary Loan Party Guarantor or PoolUnencumbered Property Owner, as applicable, shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with of the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary Borrower may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Borrower, Xxxx Realty OP, Xxxx OP, or to a Subsidiary Loan Party Guarantor, and (viv) any Subsidiary (other than a Subsidiary Loan Party) 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 any Subsidiary of Xxxx Realty OP or Xxxx OP that does not materially disadvantageous to the Lenders; provided, that own any assets will be permitted so long as such merger involving a Person that Subsidiary is not a wholly-owned Guarantor (or if such Subsidiary immediately prior to such merger shall not be permitted unless is a Guarantor, so long as the corresponding Investment (as defined in parties comply with the provisions of Section 7.42.29(a), if any, is also permitted by Section 7.4).

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (ia) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (b) any Person may merge with any Wholly Owned Subsidiary Guarantor so long as the surviving entity is or becomes a Wholly Owned Subsidiary Guarantor, (c) any Subsidiary may Dispose of its assets to the Borrower or any Wholly Owned Subsidiary Guarantor pursuant to a transaction of liquidation or dissolution, (d) the Borrower or any Subsidiary may Dispose of its interest in any Subsidiary pursuant to a merger of such Subsidiary, (e) any Foreign Subsidiary may merge with any other Person so long as the surviving entity is a Person if Subsidiary or Dispose of its assets to any other Subsidiary pursuant to a transaction of liquidation or dissolution and (f) the Borrower may merge into any other Person so long as (or such Subsidiary if i) the surviving entity assumes all the Obligations of the Borrower hereunder and under the other Loan Documents pursuant to a written agreement satisfactory to the Administrative Agent, (ii) the surviving entity is not organized under the laws of a party jurisdiction within the United States of America, (iii) no Default or Event of Default shall have occurred and be continuing, or would occur after giving effect to such merger, (iv) the Borrower shall be in compliance, on a pro forma basis after giving effect to such merger, with the covenants contained in Section 6.1, in each case recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which the relevant information is available as if such merger had occurred on the first day of each relevant period for testing such compliance (as demonstrated in a certificate of a Financial Officer delivered to the Administrative Agent at least ten Business Days prior to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease all filings have been made under the Uniform Commercial Code or otherwise dispose of that are required in order for the Collateral Agent to continue at all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party and (vi) any Subsidiary (other than a Subsidiary Loan Party) 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 times following such merger involving to have a Person valid, legal and perfected security interest in all the Collateral. It is understood that is not a wholly-owned Subsidiary immediately prior no transaction pursuant to such merger this Section 6.4 shall not be permitted unless the corresponding any Investment (as defined or Disposition made in Section 7.4), if any, connection therewith is also expressly permitted by Section 7.46.5 or 6.7, as applicable.

Fundamental Changes. (a) The None of Ultimate Parent, Intermediate Parent, the Borrower or the other Loan Parties will not, and will not permit any Subsidiary to, (i) dissolve or be liquidated or (ii) merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with itor into another Person, unless, in the case of this clause (ii), (A) at the time thereof and immediately after giving effect thereto no Event of Default (and no Default under Section 7.04) shall have occurred and be continuing and (B) if Ultimate Parent, Intermediate Parent, the Borrower or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of any other Loan Party is not the stock survivor of any of its Subsidiaries such consolidation or merger involving such Person, (in each case1) Ultimate Parent, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default shall be in compliance on a pro forma basis with the financial covenant contained in Section 7.08 as if such consolidation or Event merger had been consummated (and any related Indebtedness incurred, assumed or repaid in connection therewith had been incurred, assumed or repaid, as the case may be) on the first day of Default the most recent period of four fiscal quarters of Ultimate Parent for which financial statements have been delivered pursuant to Section 6.01 (or, prior to the first such delivery, ending with the most recent fiscal quarter referred to in Section 5.05(a)), as demonstrated by delivery to the Administrative Agent of a certificate of a Responsible Officer of Ultimate Parent to such effect showing such calculation in reasonable detail prior to or concurrently with such consolidation or merger, (2) the surviving Person of such consolidation or merger shall have occurred expressly assume all the rights and be continuing (i) obligations of Ultimate Parent, Intermediate Parent, the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary other Loan Party, a Subsidiary as the case may be, under this Agreement and the other Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, Documents pursuant to documentation reasonably satisfactory to the extent applicableAdministrative Agent and shall thereafter be deemed to be Ultimate Parent, (v) any Subsidiary may sellIntermediate Parent, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to such other Loan Party, as the case may be, for all purposes hereunder, (3) such consolidation or merger will not result in a Subsidiary Loan Party Change of Control and (vi4) any Subsidiary such consolidation or merger will not result in a change in the jurisdiction of organization of Ultimate Parent, Intermediate Parent, the Borrower or such other Loan Party, as applicable (other than a Subsidiary Loan Party) 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 shall not be permitted unless the corresponding Investment (as defined in Section 7.4United States), if any, is also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will Borrowers shall not, and will not nor shall the Lead Borrower permit any of the other Credit Parties or any Material Foreign Subsidiary to, merge into liquidate, merge, amalgamate or consolidate into or with any other Person or enter into or undertake any plan or agreement of liquidation, merger, amalgamation, or consolidation with any other Person, provided that (i) a Borrower may merge or permit amalgamate with another company in connection with a Permitted Acquisition if such Borrower is the surviving company, (ii) any wholly-owned Subsidiary may merge, amalgamate, or consolidate into or with a Borrower or any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose wholly-owned Subsidiary of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that Borrower if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have has occurred and be is continuing (i) the or would result from such merger or amalgamation and if a Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person company in any merger, amalgamation, or if the surviving Person consolidation to which it is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Personparty, (iii) a Subsidiary may merge, amalgamate or consolidate into or with another entity in connection with a Permitted Acquisition if, upon consummation of such merger, amalgamation, or consolidation, the surviving entity shall be a direct or indirect wholly-owned Subsidiary and, if the surviving entity is a Material Domestic Subsidiary, such Material Domestic Subsidiary becomes a party to the Security Documents, (iv) any Domestic Subsidiary may merge or consolidate into or with any other Domestic Subsidiary, and, if the surviving entity is a Material Domestic Subsidiary, such Material Domestic Subsidiary becomes a party to the Security Documents (v) any Foreign Subsidiary may merge into another or amalgamate with any other Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve if the Lead Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is would not materially disadvantageous to the Lenders; provided, that any such merger involving have a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4Material Adverse Effect.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if (provided that in the case of an Acquisition permitted by Section 7.4 by a Subsidiary Loan Party, the acquired company may be the surviving Person is so long as such acquired company becomes a Domestic Subsidiary thereafter and complies with Loan Party as required by Section 5.10), (ii) any Subsidiary may merge into another Subsidiary; provided provided, that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that (A) if any party to such merger is a Subsidiary Loan Party, a the Subsidiary Loan Party shall be the surviving PersonPerson (and if the non-surviving Subsidiary was also a Subsidiary Loan Party, the Administrative Agent, upon such event and at the request and expense of the Borrower and/or the surviving Subsidiary Loan Party, will execute such documents as shall be acceptable to the Administrative Agent and its counsel releasing the non-surviving Subsidiary Loan Party from its obligations under the Subsidiary Guarantee Agreement) or (B) if any party to such merger is not a Subsidiary Loan Party, the surviving Person shall execute and deliver to the Administrative Agent an agreement guaranteeing payment of the Obligations in form and substance satisfactory to the Administrative Agent and the Required Lenders, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 Party, and (viiv) any Subsidiary (other than a Subsidiary Loan Party) 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 shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its the assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of Borrower and its Subsidiaries on a consolidated basis (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; providedprovided that if, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter merger and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person (unless the Borrower is a party thereto, in which case the Borrower shall be the surviving Person)) is the surviving Person, (iiiii) a Foreign any Subsidiary may merge into another Foreign Subsidiary, (iv) provided that if any party to such merger is a Subsidiary may Loan Party, the Subsidiary Loan Party shall be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicablesurviving Person, (viii) 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 and Party, (viiv) any Subsidiary (other than a Subsidiary Loan Party) 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; providedprovided that if such Subsidiary is a Subsidiary Loan Party, that the assets of such Subsidiary shall be distributed to the Borrower or a Subsidiary Loan Party, (v) subject to clause (ii), any such merger involving a Person Subsidiary may merge, dissolve or consolidate in connection with the consummation of any Permitted Acquisition, and (vi) any Subsidiary that is not a wholly-owned Loan Party may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or any Subsidiary immediately prior to such merger shall not be permitted unless of the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4Borrower.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) any other Person, including a Subsidiary, may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary may merge into another Subsidiary; provided that any Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and another Subsidiary, (viiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) so long as no Event of Default has occurred or is continuing or would result therefrom, the Borrower may merge into or consolidate with another Person in a transaction in which such other Person is the surviving entity if such other Person (x) is organized and validly existing under the laws of the United States or any State thereof, (y) such Person shall assume all obligations of the Borrower hereunder, pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, and (z) the Administrative Agent shall have received a favorable opinion of counsel to such other Person covering such matters relating to such assumption as the Administrative Agent may reasonably request, and which opinion shall otherwise be in form and substance satisfactory to the Administrative Agent; provided, provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.05.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary of its Consolidated Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all its assets as an entirety or substantially all of its assets (in each caseas an entirety, whether now owned or hereafter acquired) or all or substantially all of the stock Capital Stock of any of its Consolidated Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) any Person may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Consolidated Subsidiary may merge into another with any other Consolidated Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; , and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary the Borrower may merge with or into another Foreign Subsidiaryor consolidate with or transfer its assets as an entirety or substantially as an entirety to any Person, so long as (ivA) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10immediately prior to and immediately after giving effect to such merger, to the extent applicable, (v) any Subsidiary may sell, consolidation or transfer, lease the Person with or otherwise dispose of all into which the Borrower shall ultimately merge or consolidate or to whom the Borrower shall ultimately transfer its assets as an entirety or substantially all of its assets to as an entirety is in the Borrower or to a Subsidiary Loan Party and Utility Business; (viB) any Subsidiary the Required Lenders shall have determined (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines so long as such determination is exercised in good faith and after consultation with the Borrower) that such liquidation or dissolution is in the best interests rating of the Borrower and is not materially disadvantageous to first mortgage bonds (or bonds otherwise denominated that benefit from a first Lien on such Person’s utility assets, or, if such Person has no first mortgage bonds, the Lenders; provided, that any rating of the senior unsecured long-term Indebtedness of such merger involving a Person that is not a wholly-owned Subsidiary immediately guaranteed and does not benefit from any other credit enhancement) of the surviving Person of any such merger, consolidation, acquisition or transfer of assets shall be at least BBB- or higher by S&P and Baa3 or higher by Xxxxx’x (unless the requirements of this clause (B) shall have been waived by the Required Lenders); provided that the requirement of this clause (B) shall be deemed to have been satisfied if, prior to the consummation of any such merger, consolidation or transfer, the Borrower shall have delivered written evidence from each such Rating Agency to the effect that, upon such merger, consolidation or transfer, the applicable rating of such surviving Person would be equal to or higher than the ratings specified in this clause (B); (C) in the case of any merger or consolidation or transfer of assets in which the Borrower is not the surviving corporation, the Person formed by any such consolidation or transfer of assets or into which the Borrower shall not be permitted unless merged or consolidated or to which such assets are transferred shall have executed an agreement in form reasonably satisfactory to the corresponding Investment Administrative Agent containing an assumption by the surviving Person of the due and punctual performance of each obligation, agreement, covenant and condition of each of the Loan Documents and the Mortgage Indenture to be performed or complied with by the Borrower; and (D) the Administrative Agent shall have received an opinion of counsel, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the due authorization, execution, delivery, validity and enforceability of the assumption agreement referred to in clause (C) of this Section 6.03, of the enforceability and continuation of the Liens created pursuant to the Security Documents and such other matters as defined in Section 7.4), if any, is also permitted by Section 7.4the Required Lenders may reasonably require.

Fundamental Changes. (a) The Borrower will not, and will not permit any Material Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Material Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary may merge into another Subsidiary; provided that any Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Partyso long as, in the event that either such Subsidiary is a Subsidiary Loan Party shall be Guarantor, the surviving Personentity is a Guarantor or becomes a Guarantor concurrently with such merger, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary so long as, in the event that the Subsidiary selling, transferring, leasing or otherwise disposing such assets is a Subsidiary Loan Party and Guarantor, the entity to which it sells, transfers, leases or otherwise disposes of its assets is the Borrower or a Guarantor or becomes a Guarantor concurrently with such asset sale, (viiv) any Subsidiary (other than a Subsidiary Loan Party) 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 LendersLenders and (v) any Subsidiary may merge into or consolidate with any Person in connection with a Permitted Acquisition so long as, in the event that such Subsidiary is a Guarantor, the surviving entity is a Guarantor or becomes a Guarantor concurrently with such merger or consolidation; provided, provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all its assets, or all or substantially all the stock of its assets any Subsidiary (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into the Borrower or any other Subsidiary; provided, that in the case of any merger of one Subsidiary may merge with into another, if either of such Subsidiaries shall be a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is Guarantor, the surviving Person or if the surviving Person is resulting Subsidiary must at all times after such merger be a Domestic Subsidiary thereafter and complies with Section 5.10, Guarantor; (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of transfer all or substantially all of its assets to the Borrower or to another Subsidiary; provided, that in the case of any such transfer by one Subsidiary to another, if the transferor Subsidiary shall be a Guarantor, the transferee Subsidiary Loan Party and must at all times after such transfer be a Guarantor; (viiii) any Subsidiary (Person other than a Subsidiary Loan Partymay merge with the Borrower or a Subsidiary; provided, that (A) in the case of a merger to which the Borrower is a party, the Borrower must be the surviving or resulting corporation, (B) in the case of a merger to which a Subsidiary is a party, the surviving or resulting Person must be a Subsidiary (and, if any such constituent Subsidiary shall have been a Guarantor, a Guarantor) and (C) in the case of any merger referred to in this clause (iii), the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Sections 6.08 and 6.09 as of the end of and for the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 5.01, giving effect to such merger and any related incurrence or repayment of Indebtedness as if it had occurred at the beginning of such period; and (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 involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower Borrowers will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into Borrower in a Foreign Subsidiary; and provided that if any party to transaction in which such merger Borrower is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Personcorporation, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (viii) any Subsidiary (other than a Borrower) may merge into any Subsidiary Loan Partyin a transaction in which the surviving entity is a Subsidiary, (iii) a Person may be merged into a Borrower or any Subsidiary pursuant to a Permitted Acquisition, and (iv) any Subsidiary (other than a Borrower) may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.04. The Borrowers will not, nor will they permit any Subsidiary to, make any Asset Disposition except for (i) Asset Dispositions expressly permitted by Sections 6.04, 6.06 or 6.07 and (ii) other Asset Dispositions of property that, together with all other property of the Borrowers and the Subsidiaries previously leased, sold or disposed of in Asset Dispositions made pursuant to Section 6.03(b) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the property of the Parent and its Subsidiaries; provided that under no circumstances shall the Equity Interests in a Borrower be included in a permitted Asset Disposition.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, consolidate with or merge into with or consolidate into any other Personinto, or permit any other Person to merge into transfer all or consolidate with itsubstantially all, or sellany substantial portion, lease, transfer of its properties and assets to one or otherwise dispose of (more Persons in a single transaction one or 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 properties and assets, shall not be required to be wholly owned Subsidiaries if the transfer is for fair consideration as reasonably determined by the Borrower) and any such transferee that is a domestic Subsidiary becomes a Loan Guarantor hereunder pursuant to a Joinder Agreement substantially in the form of Exhibit D (in each caseit being understood that the Borrower and the Administrative Agent, whether now owned or hereafter acquired) or all or substantially all on behalf of the 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 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 any the happening of its Subsidiaries (in each case, whether now owned a contingency) to elect a majority of the board of directors or hereafter acquired) or liquidate or dissolve; provided, that if other managers thereof are at the time thereof and immediately after giving effect theretoowned, no Default or Event the management of Default shall have occurred and be continuing (i) which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan Party) 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 shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4Borrower.

Fundamental Changes. (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) any Restricted Subsidiary (other than any Special Purpose Subsidiary) may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Restricted Subsidiary (other than any Special Purpose Subsidiary) may merge into any Restricted Subsidiary (other than any Special Purpose Subsidiary) or another Subsidiary; provided that entity acquired pursuant to an acquisition permitted hereunder in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonWholly Owned Restricted Subsidiary, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vi) any Restricted Subsidiary (other than a Subsidiary Loan Partyany Special Purpose 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 (iv) the THC San Diego Merger may be consummated, (v) the Borrower or any such merger involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also other than any License Subsidiary or Real Property Subsidiary) may effect any acquisition permitted by Section 7.46.05 by means of a stock- for-stock merger in which the Borrower or a Wholly owned Restricted Subsidiary is the surviving corporation, (vi) any Auction Subsidiary or License Subsidiary may merge with and into a License Subsidiary in which a License Subsidiary is the surviving corporation, (vii) THC may merge with and into TeleCorp Holding Corp., L.L.C. as contemplated by the definition of THC so long as the surviving entity meets the requirements of the proviso in the definition of License Subsidiary and (viii) the Borrower may merge into a Merger Subsidiary in a transaction in which the Borrower is the surviving entity for the purpose of consummating the Tritel Transactions.

Fundamental Changes. (a) The Borrower will not, and nor will not it permit any Material Subsidiary to, merge into or consolidate with or into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets (as used herein, including capital stock and/or other ownership interest) (collectively, “Disposition”), except, that a Material Subsidiary may merge into the Borrower or another Material Subsidiary or any other Person (other than the Borrower) if after giving effect thereto such Person becomes a Material Subsidiary, the Borrower may merge with another Person if (A) the Borrower is the corporation surviving such merger and (B) after giving effect thereto, no Default shall have occurred and be continuing, Dispositions may be made to the Borrower or a Material Subsidiary (or a party that concurrently therewith will become a Material Subsidiary), Dispositions may be made by a Material Subsidiary to another Person that concurrently therewith will become a Material Subsidiary, Dispositions may be made of all or any portion of the assets or capital stock of (or other ownership interest in) any Enable Entity, or any Enable Entity may merge or consolidate with any Person, so long as during the period from the Closing Date to the date of such transaction the aggregate amount of Energy-Related Assets transferred by OG&E, either directly or indirectly, to any of the Enable Entities (i.e., calculated in the aggregate) and subsequently sold, transferred or otherwise disposed of to an unaffiliated third party shall not exceed 25% of the total assets of the Borrower and its Subsidiaries on a consolidated basis as determined in accordance with GAAP, as shown on the consolidated balance sheet of the Borrower and its Subsidiaries most recently delivered to the Lender pursuant to Section 6.1.1 or 6.1.2, as applicable, prior to the date of determination, Dispositions of accounts and receivables (and other related assets) pursuant to a Subsidiary Loan Party Receivables Purchase Facility, Dispositions of Designated Charges and other related assets in connection with the issuance of any Approved Cost Recovery Bonds and Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 6.10; provided that (x) at the time of such Disposition, no Default shall exist or would result from such Disposition (after giving effect to this clause (viii)) and (viy) the aggregate book value of all property disposed of in reliance on this clause (viii) from and after the Closing Date shall not exceed 15% of the greater of the total assets of the Borrower and its Subsidiaries on a consolidated basis as determined in accordance with GAAP, (x) as shown on the consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2019 and (y) as shown on the annual consolidated balance sheet of the Borrower and its Subsidiaries as of December 31 of the year ending (after December 31, 2019) immediately prior to such disposition; provided, however, that any Disposition pursuant to Section 6.10(viii) shall be for fair market value as determined in good faith by the applicable board of directors or other governing body. No such Dispositions of the types described in clauses (i)-(viii) of the previous sentence shall in any event be prohibited under this Section 6.10, nor shall any Disposition permitted pursuant to clauses (i) through (vii) above be considered in any determination as to whether any other single or series of Dispositions constituted a sale by the Borrower or any Material Subsidiary of all or substantially all of its assets; provided that when evaluating whether a Disposition (other than a Subsidiary Loan PartyDisposition permitted pursuant to clauses (i)-(vii) may liquidate above) constitutes a Disposition of all or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests substantially all of the Borrower assets of such Person, such determination shall be made on the basis of the relevant assets of such Person and is not materially disadvantageous to the Lenders; providedits subsidiaries making such Disposition, that any excluding for such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to purpose, such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4)Person’s interests, if any, is also permitted in the equity or assets of the Enable Entities (as if such interests in such equity or assets had never been owned by Section 7.4such Person).

Fundamental Changes. (a) The Borrower, the Subsidiary Guarantor and each Designated Borrower will shall not: merge, and will not permit any Subsidiary todissolve, merge into liquidate or consolidate with or into any other another Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (whether in a single one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its assets Subsidiaries (in each case, whether now owned or hereafter acquired) ), taken as a whole, to or all or substantially all of the stock in favor of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolvePerson; provided, that however, that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary Person may merge with or into or consolidate with the Borrower, the Subsidiary Guarantor or a Person Designated Borrower, if (A) any of the Borrower, the Subsidiary Guarantor or a Designated Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or (B) if the surviving Person Borrower, the Subsidiary Guarantor or the applicable Designated Borrower, as the case may be, is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iiix) all Obligations of the Borrower, the Subsidiary Guarantor or the applicable Designated Borrower, as the case may be, shall have been assumed by the surviving Person by operation of Law or through assumption documents satisfactory to the Administrative Agent and (y) the surviving Person shall be organized under the laws of any jurisdiction within the United States, and (ii) the Borrower, the Subsidiary Guarantor or a Foreign Subsidiary Designated Borrower may (A) merge into another Foreign Subsidiary, any of its Subsidiaries for the purpose of effecting a change in its state of incorporation (iv) any if all Obligations shall have been assumed by such Subsidiary may be converted into a limited liability company if it complies with the provisions by operation of Section 5.10, Law or through assumption documents satisfactory to the extent applicableAdministrative Agent), (v) 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 and (viB) reincorporate in any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is jurisdiction in the best interests of United States, but must in each case promptly notify 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 shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4Administrative Agent thereof.

Fundamental Changes. (a) The Borrower will not, and nor will not it permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Person may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) subject to Section 6.17, any Subsidiary Person may merge into another Subsidiary; provided that any other Subsidiary in a Domestic transaction in which the surviving entity is (or upon consummation of such merger becomes a Subsidiary may not merge into in accordance with the terms of this Agreement) a Foreign Subsidiary; and provided that Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonParty, (iii) a Foreign any Subsidiary may merge into another Foreign Subsidiary, or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan Party) 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, provided that (x) any such merger involving a Person that is not a wholly-owned Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.04 and (y) any such liquidation or dissolution involving a Subsidiary that is a License Subsidiary shall not be permitted unless such License Subsidiary conveys, leases, sells, transfers or otherwise disposes of, in one transaction or series of transactions, all or substantially all of its business or property, whether now or hereafter acquired, to a License Subsidiary.

Fundamental Changes. (a) The Borrower will not, and nor will not it permit any Subsidiary of its Restricted Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets assets, or any of its Borrowing Base Properties or any of the Equity Interests of any Restricted Subsidiary (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, the Borrower or any Restricted Subsidiary may sell Hydrocarbons produced from its Oil and Gas Interests in the ordinary course of business, and if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Restricted Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10entity, (ii) any Restricted Subsidiary may merge into another Subsidiary; provided that any other Restricted Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonRestricted Subsidiary, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Restricted 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 and another Restricted Subsidiary, (viiv) any Restricted Subsidiary (other than a Subsidiary Loan Party) 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, (v) the Borrower or any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of equipment and related items in the ordinary course of business, that are obsolete or no longer necessary in the business of the Borrower or any such merger involving a Person of its Restricted Subsidiaries or that is being replaced by equipment of comparable value and utility, (vi) the Borrower or any Restricted Subsidiary may sell, transfer or otherwise dispose of the Excluded Properties; (vii) the Borrower or any Restricted Subsidiary may sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties with a value not exceeding, in the aggregate for the Borrower and its Restricted Subsidiaries taken, as a wholly-owned whole, 5% of the Borrowing Base between scheduled redeterminations as determined pursuant to the terms of the Revolving Facility Documents (or if the Revolving Facility has been terminated, as determined by the Administrative Agent in substantially the same manner as set forth in the Revolving Facility Documents). Notwithstanding the foregoing, the Borrower or any Restricted Subsidiary immediately prior may sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties not otherwise permitted pursuant to the foregoing clause (vii) provided that (A) the consideration received in respect of such merger sale or other disposition shall not be permitted unless equal to or greater than the corresponding Investment fair market value of the Borrowing Base Properties, interest therein or Restricted Subsidiary subject to the sale or other disposition (as defined reasonably determined by, in Section 7.4the case of any sale or disposition of the Borrowing Base Properties with a value equal to or greater than $15,000,000) the Board of Directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Financial Officer certifying to that effect), (B) 100% of the consideration for such sale or other disposition shall be in the form of cash or Permitted Investments and (C) except for the Net Cash Proceeds from the sale or other disposition of the Excluded Properties, an amount equal to 100% of the Net Cash Proceeds received from such sale or other disposition shall be used within 90 days of such disposition (1) to acquire property, plant and equipment or any business entity used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries and having a fair market value at least equal to the fair market value of the properties sold or otherwise disposed of or to improve or replace any existing property of the Borrower and its Restricted Subsidiaries used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries (the “Reinvestment Deferred Amount”), (2) to repay Indebtedness under the Revolving Facility (with a corresponding permanent reduction of the commitments thereunder) or (3) to prepay the Loans. For purposes of the foregoing clause (vi), the value of any Oil and Gas Interests included in the Borrowing Base Properties shall be as determined pursuant to the terms of the Revolving Facility Documents (or if anythe Revolving Facility has been terminated, is also permitted as determined by Section 7.4the Administrative Agent in substantially the same manner as set forth in the Revolving Facility Documents).

Fundamental Changes. (a) The Borrower will not, and will not permit any Significant Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person or sell, leasetransfer, transfer lease or otherwise dispose of (directly or indirectly, in a single one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its assets Subsidiaries taken as a whole (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary or other Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) [reserved], (iii) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary, (iv) so long as no Change of Control would result therefrom and the surviving entity is organized under the laws of the United States, any state thereof or the District of Columbia and agrees in writing in a manner and pursuant to documentation reasonably acceptable to the Administrative Agent to assume the obligations of the Borrower under the Loan Documents (and provides customary certificates and legal opinions in connection therewith consistent with such relevant certifications and legal opinions delivered on the Effective Date and otherwise reasonably acceptable to the Administrative Agent), the Borrower may merge into or consolidate with any other Person; provided that the Borrower agrees to use commercially reasonable efforts to provide any documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, with respect to such other Person that is reasonably requested by the Administrative Agent or a Lender, (v) any Subsidiary Loan Party and may merge into or consolidate with any other Person in a transaction in which the surviving entity is a Subsidiary, (vi) any Subsidiary (other than a Subsidiary Loan Party) 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 and (vii) any such merger involving Subsidiary may merge with any other Person in a Person that transaction in which the surviving entity is not a wholly-owned Subsidiary immediately prior to Subsidiary; provided that such merger shall transaction does not be permitted unless constitute the corresponding Investment (disposition of all or substantially all assets of the Borrower and its subsidiaries taken as defined in Section 7.4), if any, is also permitted by Section 7.4a whole.

Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Person (other than the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such mergerBorrower) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Partyor be consolidated with, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose Dispose of all or substantially all of its assets or the stock of any of its Subsidiaries to, the Borrower in a transaction in which the Borrower is the surviving entity or transferee, (ii) any Person (other than the Borrower) may merge into or be consolidated with, or Dispose of all or substantially all of its assets or the stock of any of its Subsidiaries to, any other Loan Party in a transaction in which the surviving entity or transferee is a Loan Party, and if any such Loan Party is a Domestic Subsidiary, such Domestic Subsidiary shall be the surviving entity or transferee, (iii) any Subsidiary that is not a Loan Party may merge into or be consolidated with any other Subsidiary, provided that Domestic Subsidiaries may not merge into Foreign Subsidiaries unless the Domestic Subsidiary is the 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, (v) any Subsidiary may liquidate into the Borrower or to a any other Subsidiary Loan Party and (vi) any Subsidiary (other than a Subsidiary Loan Party) 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, provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.04. 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.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; providedprovided that if, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary of Xxxx Realty OP may merge with a Person if the Borrower and into Xxxx Realty OP (or it being understood and agreed that in any such Subsidiary if the Borrower is not a party to such merger) is event Xxxx Realty OP will be the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10Person), (ii) any Subsidiary of Xxxx OP may merge with and into Xxxx OP (it being understood and agreed that in any such event Xxxx OP will be the surviving Person), (iii) any Subsidiary of Xxxx Realty OP or Xxxx OP may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and of Xxxx Realty OP or Xxxx OP, respectively, provided that if any party to such merger is a Subsidiary Loan PartyGuarantor or a Pool Property Owner, a the Subsidiary Loan Party Guarantor or Pool Property Owner, as applicable, shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with of the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary Borrower may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Borrower, Xxxx Realty OP, Xxxx OP, or to a Subsidiary Loan Party Guarantor, and (viv) any Subsidiary (other than a Subsidiary Loan Party) 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 any Subsidiary of Xxxx Realty OP or Xxxx OP that does not materially disadvantageous to the Lenders; provided, that own any assets will be permitted so long as such merger involving a Person that Subsidiary is not a wholly-owned Guarantor (or if such Subsidiary immediately prior to such merger shall not be permitted unless is a Guarantor, so long as the corresponding Investment (as defined in parties comply with the provisions of Section 7.42.29(a), if any, is also permitted by Section 7.4).

Fundamental Changes. (a) The Domestic Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with into the Domestic Borrower in a Person if transaction in which the Domestic Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary (other than a Subsidiary Borrower) may merge into another Subsidiary; provided that any Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a (provided that the Domestic Borrower's proportionate interest in the assets and business of the merged Subsidiary Loan Party shall be the surviving Personhas not diminished), (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Domestic Borrower or to a another Subsidiary Loan Party (provided that the Domestic Borrower's proportionate interest in the assets sold, transferred, leased, or disposed of has not diminished), and (viiv) any Subsidiary (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve if the Domestic Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Domestic Borrower and is not materially disadvantageous to the Lenders; provided, however, that if any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior 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 not be permitted unless notify the corresponding Investment (as defined 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 Section 7.4)all such Collateral, if any, is also permitted by Section 7.4prior to consummation of such action.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary (other than Carrier Enterprise) to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries such Subsidiary (in each case, whether now owned or hereafter acquired) 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 (i) the Borrower or any such Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if (provided that in the case of an Acquisition permitted by Section 7.4 by a Subsidiary Loan Party, the acquired company may be the surviving Person is so long as such acquired company becomes a Domestic Subsidiary thereafter and complies with Loan Party as required by Section 5.105.10(a)), (ii) any such Subsidiary may merge into another Subsidiary; provided provided, that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that (A) if any party to such merger is a Subsidiary Loan Party, a the Subsidiary Loan Party shall be the surviving PersonPerson (and if the non-surviving Subsidiary was also a Subsidiary Loan Party, the Administrative Agent, upon such event and at the request and expense of the Borrower and/or the surviving Subsidiary Loan Party, will execute such documents as shall be acceptable to the Administrative Agent and its counsel releasing the non-surviving Subsidiary Loan Party from its obligations under the Subsidiary Guarantee Agreement) or (B) if any party to such merger is not a Subsidiary Loan Party, the surviving Person (including Carrier Enterprise, if applicable) shall execute and deliver to the Administrative Agent an agreement guaranteeing payment of the Obligations in form and substance satisfactory to the Administrative Agent and the Required Lenders, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any such 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 Party, and (viiv) any such Subsidiary (other than a Subsidiary Loan Party) 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 (other than Carrier Enterprise) immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge Merge into or consolidate into or amalgamate with any other Person, or permit any other Person to merge into liquidate, wind up its affairs or consolidate with itdissolve itself, or sell, lease, transfer or otherwise dispose of (in each case whether in a single transaction or in a series of related transactions, provided that (i) all any Restricted Subsidiary of a Borrower may merge into or substantially all consolidate or amalgamate with, or be liquidated into, (x) such Borrower (so long as such Borrower is the surviving or continuing entity) or (y) any other Restricted Subsidiary of its assets such Borrower (so long as, if either constituent entity is an Obligor, the surviving or continuing entity is an Obligor), and in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, case so long as no Default or Event of Default shall have has occurred and be is continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, would result therefrom; (ii) any Restricted Subsidiary of a Borrower may merge into or consolidate or amalgamate with another Person (that is not an Obligor), so long as (x)(1) if the Restricted Subsidiary was an Obligor, the surviving entity is an Obligor or (2) such merger or consolidation or amalgamation otherwise constitutes a Permitted Investment, and (y) no Event of Default has occurred and is continuing or would result therefrom; (iii) a Borrower may merge into or consolidate or amalgamate with another Person (that is not an Obligor), so long as (x) such Borrower is the surviving entity and, (y) such merger or consolidation or amalgamation constitutes a Permitted Investment; (iv) any Restricted Subsidiary may merge into another Subsidiary; provided or consolidate or amalgamate with (a) any Obligor or (b) any other Restricted Subsidiary (that a Domestic Subsidiary may is not merge into a Foreign Subsidiary; and provided that if any party to an Obligor) so long as in the case of this clause (b), such merger is or consolidation or amalgamation constitutes a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, Permitted Investment and (iiiv) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicablenot otherwise permitted under the foregoing clauses, any Restricted Subsidiary that (vA) any Subsidiary may sellhas sold, transfer, lease transferred or otherwise dispose disposed of all or substantially all of its assets to the Borrower in connection with a Permitted Asset Disposition and no longer conducts any active trade or to a Subsidiary Loan Party business and (viB) any Subsidiary (other than in its good-faith determination, believes that a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such dissolution, liquidation or dissolution winding-up or merger, amalgamation or consolidation is in the best interests interest of the Borrower Borrowers and is it not materially disadvantageous to the Lenders; providedLenders and any assets of such Restricted Subsidiary not otherwise disposed of in accordance with a Permitted Asset Disposition are transferred to, that or otherwise owned by, an Obligor, may be liquidated, wound up and dissolved or merged, amalgamated or consolidated out of existence into any such merger involving a Person that Borrower or another Restricted Subsidiary. Notwithstanding anything to the contrary herein, any Obligor may merge into or consolidate or amalgamate with an Affiliate of the Lead Borrower for the purpose of reincorporating or reorganizing the Obligor in the United States, any state thereof or the District of Columbia so long as the amount of Debt of the Lead Borrower and its Restricted Subsidiaries is not a wholly-owned Subsidiary immediately prior increased to such merger shall an amount not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4hereunder.

Fundamental Changes. (a) The Borrower will notMerge, and will not permit any Subsidiary todissolve, merge liquidate, consolidate with or into or consolidate into any other another Person, or permit any other Person to merge into or consolidate with itexcept that, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, so long as no Default exists or Event of Default shall have occurred and be continuing would result therefrom, (i) the Borrower or any Subsidiary Person may merge with a Person if or into, consolidate with or amalgamate with Healthpeak OP or the Borrower (in a transaction in which Healthpeak OP or such Subsidiary if the Borrower is not a party to such merger) is Borrower, as applicable, shall be the continuing or surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10Person, (ii) any Subsidiary Person (other than Healthpeak) may merge into another Subsidiary; provided that with or into, consolidate with or amalgamate with any Subsidiary (other than Healthpeak OP or the Borrower) in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is transaction in which the continuing or surviving Person shall be a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Personof Healthpeak OP, (iii) a Foreign any Subsidiary of Healthpeak OP (other than the Borrower) may merge into another Foreign Subsidiarywith or into, consolidate with or amalgamate with any Person in order to consummate an Investment permitted by Section 8.2 or a Disposition permitted by Section 8.5; (iv) any Subsidiary of Healthpeak OP (other than the Borrower) may be converted into a limited liability company if it complies with merge into, Healthpeak, Healthpeak OP, the provisions Parent, the Borrower or any other Subsidiary of Section 5.10, to the extent applicable, Healthpeak OP; and (v) 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 and (vi) any Subsidiary Healthpeak OP (other than a Subsidiary Loan Partythe Borrower) may liquidate or dissolve if the Borrower Healthpeak OP determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Healthpeak OP and is not materially disadvantageous to the Lenders; provided. Notwithstanding anything herein to the contrary, in connection with an internal restructuring, (x) the Borrower may merge, consolidate or amalgamate with or into, or distribute or transfer all or substantially all its assets to, the Parent or Healthpeak OP and (y) the Parent may merge, consolidate or amalgamate with or into, or distribute or transfer all or substantially all its assets to, Healthpeak OP, provided that, in each case, (a) the Credit Parties have determined in good faith that any such merger involving a Person that transaction or series of transactions is in the best interests of the Group and is not a wholly-owned Subsidiary immediately prior materially disadvantageous to the Lenders, (b) in connection with such merger shall not be permitted unless transaction, the corresponding Investment successor or transferee entity expressly assumes all obligations of the Borrower and/or the Parent, as applicable, under this Agreement and the other Credit Documents, and (c) the Credit Parties provide such customary “know your customer” documentation as defined in Section 7.4), if any, is also permitted by Section 7.4the Lenders may reasonably require for such transfer.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) any other Person, including a Subsidiary, may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person corporation (so long as any such acquisition of a non-Subsidiary is a Domestic Subsidiary thereafter and complies with Section 5.10Permitted Acquisition), (ii) any Subsidiary may merge into another Subsidiary; provided that any wholly owned Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Personwholly owned Subsidiary, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and wholly owned Subsidiary, (viiv) any Subsidiary (other than a Subsidiary Loan Party) 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, (v) any Subsidiary may merge into any other Person in connection with a disposition of all or substantially all of the stock of such Subsidiary that is otherwise permitted under this Section 6.04, and (vi) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may merge into or consolidate with another Person in a transaction in which such other Person is the surviving entity if such other Person (w) is organized and validly existing under the laws of the United States or any State thereof, (x) such Person shall assume all obligations of the Borrower hereunder, pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, (y) the Administrative Agent shall have received a favorable opinion of counsel to such other Person covering such matters relating to such assumption as the Administrative Agent may reasonably request, together with such other documents, instruments and certificates as the Administrative Agent may reasonably request, all of which shall otherwise be in form and substance satisfactory to the Administrative Agent, and (z) the Administrative Agent and the Lenders shall have received all such “know your customer” information regarding such other Person as they shall reasonably request; provided, provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.05.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, consolidate with or merge into with or consolidate into any other Personinto, or permit any other Person to merge into transfer all or consolidate with itsubstantially all, or sellany substantial portion, lease, transfer of its properties and assets to one or otherwise dispose of (more Persons in a single transaction one or 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 properties and assets, shall not be required to be wholly owned Subsidiaries 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 documentation (in each caseincluding closing documentation and opinions) reasonably satisfactory to the Administrative Agent (it being understood that the Borrower and the Administrative Agent, whether now owned or hereafter acquired) or all or substantially all on behalf of the 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 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 any the happening of its Subsidiaries (in each case, whether now owned a contingency) to elect a majority of the board of directors or hereafter acquired) or liquidate or dissolve; provided, that if other managers thereof are at the time thereof and immediately after giving effect theretoowned, no Default or Event the management of Default shall have occurred and be continuing (i) which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan Party) 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 shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4Borrower.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge Merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of any Borrower may merge with into such Borrower in a Person if the transaction in which such Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10entity, (ii) any Subsidiary of Holdings may merge into another Subsidiary; Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a Domestic party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary may not merge into a Foreign Subsidiary; of Kmart Corp. and provided that Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger is (other than with a Borrower or Holdings), such Subsidiary Loan Party, a Subsidiary Loan Party Guarantor shall be the continuing or surviving Personentity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with of Holdings other than the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary Borrowers may sell, transfer, lease or otherwise dispose of all its assets to any Borrower, to Holdings or substantially all to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers or Sears may sell, transfer, lease or otherwise dispose of its assets to the Borrower a Person that is not a Subsidiary or merge with a Person that is not a Subsidiary, in each case pursuant to a Subsidiary Loan Party and Permitted Disposition, (viv) any Subsidiary (of Holdings other than a the Borrowers, Sears or any Material Subsidiary Loan PartyGuarantor (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrower Borrowers, Sears, the other Material Subsidiary Guarantors and their Subsidiaries and is not materially disadvantageous in any material respect to Holdings, the Borrowers, Sears, the other Material Subsidiary Guarantors or the Lenders; provided, that a Material Subsidiary Guarantor may liquidate or dissolve into a Person that is a Subsidiary of Holdings immediately prior to such liquidation or dissolution, if the continuing or surviving entity is or shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii), (vi) Holdings or any such merger involving Subsidiary of Holdings may merge with a Person that is not a wholly-owned Subsidiary of Holdings immediately prior to such merger shall not be permitted unless if, in the corresponding Investment (case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as defined in Section 7.4), if anyapplicable, is also the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 6.01(i)(ii) and (vii) any Credit Card Royalty Securitization Subsidiary may sell or otherwise finance or Dispose of the assets subject to the Credit Card Royalty Securitization; provided that contemporaneously with (x) the occurrence of any of the actions permitted by Section 7.4to be taken pursuant to the foregoing clauses (i) through (vi) of this clause (b) or (y) the consummation of a Credit Card Royalty Securitization, the Borrowers shall furnish to the Collateral Agent an updated Borrowing Base Certificate.

Fundamental Changes. (a) The Borrower will not, and will not permit any Significant Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Significant Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) any Person may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) the Borrower may consolidate with any Subsidiary may merge into another Subsidiary; provided that Person in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party transaction in which Persons who were shareholders of the Borrower immediately prior to such merger is a Subsidiary Loan Partytransaction hold, a Subsidiary Loan Party shall be immediately after giving effect to such transaction, Equity Interests representing more than 50% of the surviving Personaggregate ordinary voting power represented by the issued and outstanding Equity Interests of the resulting Person (and such resulting Person has assumed all obligations of the Borrower hereunder by operation of law), (iii) a Foreign Subsidiary any Person may merge into another Foreign any Significant Subsidiary in a transaction in which the surviving entity is a Significant Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Significant Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Significant Subsidiary (including to a Subsidiary Loan Party that becomes a Significant Subsidiary as a result of such disposition) and (viv) any Significant Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve dissolve, or the Borrower or any Significant Subsidiary may discontinue any line of business, if the Borrower determines in good faith that such liquidation liquidation, dissolution or dissolution discontinuation 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 shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will notMerge, and will not permit any Subsidiary todissolve, merge liquidate, consolidate with or into or consolidate into any other another Person, or permit any other Person to merge into or consolidate with itexcept that, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, so long as no Default exists or Event of Default shall have occurred and be continuing would result therefrom, (i) the Borrower or any Subsidiary Person may merge with a Person if or into, consolidate with or amalgamate with the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is shall be the continuing or surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10Person, (ii) any Subsidiary Person (other than Parent Guarantor) may merge into another Subsidiary; provided that with or into, consolidate with or amalgamate with any Subsidiary (other than the Borrower) in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is transaction in which the continuing or surviving Person shall be a Subsidiary Loan Party, a Subsidiary Loan Party shall be of the surviving PersonBorrower, (iii) a Foreign any Subsidiary of the Borrower may merge into another Foreign Subsidiarywith or into, consolidate with or amalgamate with any 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 be converted into a limited liability company if it complies with merge into, the provisions Parent Guarantor, the Borrower or any other Subsidiary of Section 5.10, to the extent applicable, Borrower; and (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan Party) 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. For the avoidance of doubt, that in connection with an internal restructuring, (x) DOC OP may merge, consolidate or amalgamate with or into, or distribute or transfer all or substantially all its assets to, DOC or the Borrower and (y) DOC may merge, consolidate or amalgamate with or into, or distribute or transfer all or substantially all its assets to, the Borrower, it being understood and agreed that, in the event the successor or transferee entity in any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior transaction expressly assumes the obligations of DOC OP under any DOC Debt, such assumption shall be permitted notwithstanding anything to such merger the contrary in this Article VII and shall not be permitted unless constitute a new incurrence of Indebtedness for purposes Section 7.03; provided that, the corresponding Investment (Loan Parties shall provide such customary “know your customer” documentation as defined the Lenders may reasonably require in Section 7.4), if any, is also permitted by Section 7.4connection with such transfer.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary may merge or consolidate with another Person in connection with a Person if Permitted Acquisition so long as the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is shall be the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10in such Permitted Acquisition, (ii) any Subsidiary may merge or consolidate into another Subsidiary; provided that the Borrower in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the Borrower is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Personcorporation, (iii) a Foreign any Subsidiary may merge or consolidate into another Foreign any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary, (v) any Subsidiary that is not a Material Subsidiary Loan Party may sell all or a substantial part of its assets, and the Borrower or any Subsidiary may sell all or substantially all of the Equity Interests of any of such Person’s Subsidiaries that is not a Material Subsidiary, in each case in an aggregate amount for all such transactions not to exceed $10,000,000 from the Effective Date, (vi) any Subsidiary (other than that is not a Material Subsidiary Loan Party) 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 (vii) the Borrower may contribute Equity Securities of a Subsidiary that is not materially disadvantageous directly owned by the Borrower to a wholly-owned Subsidiary of the LendersBorrower; provided, provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.4.

Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets (other than the sale of inventory in each casethe ordinary course of business), whether now owned or hereafter acquired) or all or substantially all of the any stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) any Person may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving corporation, any Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that any Subsidiary in a Domestic transaction in which the surviving entity is a Wholly-Owned Subsidiary may not merge into a Foreign Subsidiary; and provided that and, if any party to such merger is a Subsidiary Loan Party, is or becomes a Subsidiary that is Loan Party shall be the surviving Personconcurrently with such merger, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (vii) 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 and any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to any Wholly-Owned Subsidiary, (viiii) Borrower or any Subsidiary may sell on fair and reasonable terms in the ordinary course of its business new slot machines, slot machines characterized as gaming operations machines, used slot machines and other gaming equipment returned to such Person by a customer and any other equipment or assets which in the reasonable determination of Borrower is obsolete, no longer needed for the ordinary course of business or is otherwise replaced or upgraded, and (iv) any Subsidiary (other than a Subsidiary Loan Party) 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, provided that any such merger involving a Person that is not a whollyWholly-owned Owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, (i) merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or (ii) sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all a material portion of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries or (in each case, whether now owned or hereafter acquirediii) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect theretothereto on a pro forma basis, no Default or Event of Default shall have occurred and be continuing occurred, (A) (i) the Borrower may merge with a Person in connection with a Permitted Acquisition; provided, that the Borrower shall be the surviving Person, or (ii) any Subsidiary may merge with a Person if the Borrower (or in connection with a Permitted Acquisition; provided, that such Subsidiary shall be the surviving Person (if the Borrower is not a two Subsidiaries are party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party one of those Subsidiaries shall be the surviving Person), (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (vB) any Subsidiary may sell, transferlease, lease transfer or otherwise dispose of all or substantially all of its assets (including, without limitation, the stock of any other Subsidiary) to the Borrower or to another Subsidiary, (C) the Borrower or any Financial Institution Subsidiary may sell loans, investments, or other similar assets in the ordinary course of its business, provided, that such sale or series of sales do not constitute a Subsidiary Loan Party sale of all or a material portion of such Financial Institution Subsidiary’s assets, and (viD) the Borrower and any Subsidiary may sell any Other Real Estate Owned; provided, further, that, in the case of clauses (C) and (D) hereof, both before and after giving pro forma effect to such transaction (calculated, in the case of loans, by the unpaid principal balance thereof, and, in the case of Other Real Estate Owned or other than a Subsidiary Loan Partyassets, the greater of (x) may liquidate the fair market value thereof or dissolve if (y) the purchase price thereof), the Borrower determines in good faith that such liquidation or dissolution is in the best interests and each Financial Institution Subsidiary 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 shall not be permitted unless the corresponding Investment (as defined in compliance with Section 7.4), if any, is also permitted by Section 7.46.1 hereof.

Fundamental Changes. (a) The Borrower will not, and nor will not it permit any Subsidiary of its Restricted Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets assets, or any of its Borrowing Base Properties or any of the Equity Interests of any Restricted Subsidiary (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, the Borrower or any Restricted Subsidiary may sell Hydrocarbons produced from its Oil and Gas Interests in the ordinary course of business, and if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Restricted Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10entity, (ii) any Restricted Subsidiary may merge into another Subsidiary; provided that any other Restricted Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonRestricted Subsidiary, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Restricted 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 and another Restricted Subsidiary, (viiv) any Restricted Subsidiary (other than a Subsidiary Loan Party) 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, (v) the Borrower or any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of equipment and related items in the ordinary course of business, that are obsolete or no longer necessary in the business of the Borrower or any such merger involving a Person of its Restricted Subsidiaries or that is being replaced by equipment of comparable value and utility, (vi) subject to Section 2.12(b), the Borrower or any Restricted Subsidiary may sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties with a value not exceeding, in the aggregate for the Borrower and its Restricted Subsidiaries taken as a wholly-owned whole, five percent (5%) of the Borrowing Base between Scheduled Redeterminations and (vii) with the prior written consent of Required Lenders and subject to Section 2.02(d) and Section 2.12(b), the Borrower or any Restricted Subsidiary immediately prior may sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties not otherwise permitted pursuant to the foregoing clause (vi). For purposes of the foregoing clause (vi), the value of any Oil and Gas Interests included in the Borrowing Base Properties shall be the Engineered Value of such Oil and Gas Interests and the value of all other Oil and Gas Interests shall be the value which would be assigned to such merger Oil and Gas Interests using the same methodology, assumptions and discount rates used to determine the Engineered Value of the Borrowing Base Properties as of the most recent Redetermination. In addition, for purposes of determining compliance with clause (vi) of this Section with respect to any exchange of Oil and Gas Interests, the value of such exchange shall not be permitted unless the corresponding Investment (as defined in Section 7.4)net reduction, if any, is also permitted by Section 7.4in Engineered Value realized or resulting from such exchange.

Fundamental Changes. (a) The Borrower Company will not, and will not permit any Material Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) assets (including capital stock of Material Subsidiaries) constituting all or substantially all the assets of its assets the Company and the Subsidiaries on a consolidated basis (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower Company or any Subsidiary may merge with a or consolidate into any Person if (other than any Subsidiary), provided that the Borrower (Company or such Subsidiary if Subsidiary, as the Borrower is not a party to such merger) is case may be, shall be the continuing or surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary may merge into another Subsidiary; provided that the Company in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the Company is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Personcorporation, (iii) a Foreign any Subsidiary may merge into another Foreign any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Company or to a Subsidiary Loan Party and another Subsidiary, (viv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders; providedLenders and (vi) the Company may dispose of one or more Subsidiaries, that any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall which Subsidiaries may not be permitted unless Borrowing Subsidiaries, not constituting all or substantially all the corresponding Investment (as defined in Section 7.4), if any, is also permitted assets of the Company and the Subsidiaries on a consolidated basis by Section 7.4causing such Subsidiary or Subsidiaries to be merged with or into any other Person.

Fundamental Changes. (a) The Borrower will not, Company shall not and will shall not suffer or permit any Subsidiary ------------------- its Subsidiaries to, merge into or consolidate with or into any other PersonPerson or liquidate, wind-up or dissolve themselves, or permit or suffer any other Person to merge into liquidation or consolidate with it, dissolution or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) sell all or substantially all of its assets (in each casetheir respective assets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that if at the time thereof and immediately after giving effect thereto, so long as no Default or Event of Default shall have occurred and be continuing exists or would result therefrom (ia) the Borrower or any Domestic Subsidiary may merge with or into Company or any other Domestic Subsidiary that is a Person if Guarantor, or be liquidated, wound-up or dissolved or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of to Company or any other Domestic Subsidiary that is a Guarantor, provided that, in the Borrower (case of a merger, Company or such Subsidiary if -------- Guarantor, as the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10case may be, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the continuing or surviving Person, corporation; (iiib) a any Pledged Foreign Subsidiary may merge with or into another any other Pledged Foreign Subsidiary or be liquidated, wound-up or dissolved or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of to Company or any other Pledged Foreign Subsidiary; (c) any Unpledged Foreign Subsidiary may merge with or into any other Unpledged Foreign Subsidiary or any Pledged Foreign Subsidiary, (iv) or be liquidated, wound-up or dissolved or all or any Subsidiary part of its business, property or assets may be converted into a limited liability company if it complies with the provisions of Section 5.10conveyed, to the extent applicablesold, (v) any Subsidiary may sellleased, transfer, lease transferred or otherwise dispose disposed of all to any other Unpledged Foreign Subsidiary or substantially all a Pledged Foreign Subsidiary, provided that, in -------- the case of its assets to a merger, such Pledged Foreign Subsidiary shall be the Borrower continuing or to a Subsidiary Loan Party surviving corporation; and (vid) any Subsidiary (other than a Subsidiary Loan Party) Company and its Subsidiaries 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 shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also make Asset Dispositions permitted by Section 7.47.3(k).

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary may merge into another any Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and , provided that if any party to such merger is transaction shall be between a Subsidiary Loan Party, Guarantor and a Subsidiary not a Subsidiary Guarantor, and such Subsidiary Guarantor is not the continuing or surviving corporation, then the continuing or surviving corporation shall have assumed all of the obligations of such Subsidiary Guarantor hereunder and under the other Loan Party shall be Documents pursuant to documentation satisfactory to the surviving PersonAdministrative Agent in form and substance, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary, provided that if any such transaction shall be between a Subsidiary Guarantor and a Subsidiary not a Subsidiary Guarantor, and if such Subsidiary Guarantor is not the continuing or surviving corporation, then the continuing or surviving corporation shall have assumed all of the obligations of such Subsidiary Guarantor hereunder and under the other Loan Party Documents pursuant to documentation satisfactory to the Administrative Agent in form and substance, (viiv) any Subsidiary (other than a Subsidiary Loan Party) 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, provided that any such merger that would otherwise be permitted by this Section 6.03 involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.04 and (v) the Borrower may merge into a newly formed, "shell" corporation organized under the laws of the Commonwealth of Virginia in a transaction intended merely to "reincorporate" the Borrower as a Virginia corporation, provided that (i) the continuing or surviving corporation shall have assumed all of the obligations of the Borrower hereunder and under the other Loan Documents pursuant to documentation satisfactory to the Administrative Agent in form and substance, (ii) no Default shall have occurred and be continuing or would result therefrom and (iii) the Lenders shall have received a legal opinion from counsel to the Borrower acceptable to the Administrative Agent and in form, scope and substance acceptable to the Administrative Agent as to such merger and such assumption.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge Merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of any Borrower may merge with into such Borrower in a Person if the transaction in which such Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10entity, (ii) any Subsidiary of Holdings may merge into another Subsidiary; Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a Domestic party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary may not merge into a Foreign Subsidiary; of Kmart Corp. and provided that Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger is (other than with a Borrower or Holdings), such Subsidiary Loan Party, a Subsidiary Loan Party Guarantor shall be the continuing or surviving Personentity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with of Holdings other than the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary Borrowers may sell, transfer, lease or otherwise dispose of all its assets to any Borrower, to Holdings or substantially all to a Subsidiary of Holdings (provided that if such sale or transfer includes Inventory, Credit Card Accounts Receivable or Related Intellectual Property and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a Person that is not a Subsidiary Loan Party through transactions which are undertaken in the ordinary course of its business or determined by Holdings or the Borrowers in good faith to be in the best interests of Holdings, the Borrowers and their Subsidiaries, (viv) any Subsidiary (of Holdings other than a Subsidiary Loan Partythe Borrowers (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrower Borrowers and their Subsidiaries and is not materially disadvantageous to the Lenders; provided, that Lenders and (vi) Holdings or any such merger involving Subsidiary of Holdings may merge with a Person that is not a wholly-owned Subsidiary of Holdings immediately prior to such merger shall not be permitted unless if, in the corresponding Investment (case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as defined in Section 7.4), if anyapplicable, is also permitted by the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall become a Subsidiary Guarantor in accordance with Section 7.46.01(i)(ii).

Fundamental Changes. (a) The Such Borrower will not, and nor will not it permit any Subsidiary of its Restricted Subsidiaries to, merge into or amalgamate or consolidate into with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing except that: (ia) the Borrower or any Subsidiary may merge with the Parent Borrower in a Person if transaction in which the Parent Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person (or if in the case of a transitory merger where the surviving Person is assumes the Obligations in a Domestic Subsidiary thereafter and complies with Section 5.10manner reasonably acceptable to the Administrative Agent), (iib) any Restricted Subsidiary may merge into another Subsidiary; provided that with any Subsidiary in a Domestic transaction in which the surviving entity is a Subsidiary may not merge into a Foreign Subsidiary; and provided that (x) if any party to such merger is a Domestic Subsidiary Loan Party, the surviving entity is a Domestic Subsidiary Loan Party (or the surviving Person assumes the Obligations of such non-surviving Domestic Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall be constitute an Investment permitted by Section 6.04) and (y) if no party to such merger is a Domestic Subsidiary Loan Party but any party to such merger is a Foreign Subsidiary Loan Party, the surviving entity is a Foreign Subsidiary Loan Party (or the surviving Person assumes the Obligations of such non-surviving Foreign Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04), (c) any Person may merge into the Parent Borrower in an Investment permitted by Section 6.04 in which the Parent Borrower is the surviving Person, (iiid) any Person may merge with a Restricted Subsidiary in an Investment permitted by Section 6.04 in which the surviving entity is a Subsidiary and (x) if any party to such merger is a Domestic Subsidiary Loan Party, the surviving entity is a Domestic Subsidiary Loan Party (or the surviving Person assumes the Obligations of such non-surviving Domestic Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04) and (y) if no party to such merger is a Domestic Subsidiary Loan Party but any party to such merger is a Foreign Subsidiary may merge into another Loan Party, the surviving entity is a Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vior the surviving Person assumes the Obligations of such non-surviving Foreign Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04); (e) any Subsidiary (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve or change in legal form if the Parent Borrower determines in good faith that such liquidation or dissolution or change in legal form is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided, Lenders (it being understood that any release and re-taking of any Collateral or Guaranty in connection with such merger involving a Person that change in legal form is not materially disadvantageous); (f) in connection with the Disposition of a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also other than a Borrower) or its assets permitted by Section 7.46.05, such Subsidiary may merge with or into any other Person; (g) any Foreign Subsidiary may merge or amalgamate with a Foreign Borrower or any other Foreign Subsidiary in a transaction in which the Foreign Borrower or such Foreign Subsidiary is the surviving Person (or in the case of a transitory merger where the surviving Person assumes the Obligations of the Foreign Borrower or such other Foreign Subsidiary in a manner reasonably acceptable to the Administrative Agent) and (h) any merger, amalgamation, consolidation, liquidation or dissolution by the Parent Borrower or its Restricted Subsidiaries in connection with the consummation of the transactions described in the PWC Steps Memo (or implied thereunder as necessary to implement the transactions described therein) shall be permitted. The Parent Borrower 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 Parent Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related, complementary or ancillary thereto.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge Merge into or consolidate into or amalgamate with any other Person, or permit any other Person to merge into liquidate, wind up its affairs or consolidate with itdissolve itself, or sell, lease, transfer or otherwise dispose of (in each case whether in a single transaction or in a series of related transactions; provided that (i) all any Restricted Subsidiary of the Borrower may merge into or substantially all consolidate or amalgamate with, or be liquidated into, (x) the Borrower (so long as the Borrower is the surviving or continuing entity) or (y) any other Restricted Subsidiary of its assets the Borrower (so long as, if either constituent entity is an Obligor, the surviving or continuing entity is an Obligor), and in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, case so long as no Default or Event of Default shall have has occurred and be is continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, would result therefrom; (ii) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with another Person (that is not an Obligor), so long as (x)(1) if the Restricted Subsidiary was an Obligor, the surviving entity is an Obligor or (2) such merger or consolidation or amalgamation otherwise constitutes a Permitted Investment, and (y) no Event of Default has occurred and is continuing or would result therefrom; (iii) the Borrower may merge into or consolidate or amalgamate with another Person (that is not an Obligor), so long as (x) such Borrower is the surviving entity and, (y) such merger or consolidation or amalgamation constitutes a Permitted Investment; (iv) any Restricted Subsidiary may merge into another Subsidiary; provided or consolidate or amalgamate with (a) any Obligor or (b) any other Restricted Subsidiary (that a Domestic Subsidiary may is not merge into a Foreign Subsidiary; and provided that if any party to an Obligor) so long as in the case of this clause (b), such merger is or consolidation or amalgamation constitutes a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, Permitted Investment and (iiiv) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicablenot otherwise permitted under the foregoing clauses, any Restricted Subsidiary that (vA) any Subsidiary may sellhas sold, transfer, lease transferred or otherwise dispose disposed of all or substantially all of its assets to the Borrower in connection with a Permitted Asset Disposition and no longer conducts any active trade or to a Subsidiary Loan Party business and (viB) any Subsidiary (other than in its good-faith determination, believes that a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such dissolution, liquidation or dissolution winding-up or merger, amalgamation or consolidation is in the best interests interest of the Borrower and is it not materially disadvantageous to the Lenders; providedLenders and any assets of such Restricted Subsidiary not otherwise disposed of in accordance with a Permitted Asset Disposition are transferred to, that or otherwise owned by, an Obligor, may be liquidated, wound up and dissolved or merged, amalgamated or consolidated out of existence into the Borrower or another Restricted Subsidiary. Notwithstanding anything to the contrary herein, any such merger involving a Person that Obligor may merge into or consolidate or amalgamate with an Affiliate of the Borrower for the purpose of reincorporating or reorganizing the Obligor in the United States, any state thereof or the District of Columbia so long as the amount of Debt of the Borrower and its Restricted Subsidiaries is not a wholly-owned Subsidiary immediately prior increased to such merger shall an amount not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4hereunder.

Fundamental Changes. (a) The Borrower No Consolidated Entity will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with into the Parent Borrower in a Person if transaction in which the Parent Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary may merge into another Subsidiary; provided that any Wholly-Owned Subsidiary in a Domestic transaction in which the surviving entity is a Wholly-Owned Subsidiary may not merge into a Foreign Subsidiary; and provided that and, if any party to such merger is a Subsidiary Loan Party, is or becomes a Subsidiary Loan Party shall be the surviving PersonParty, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and Parent Borrower, is not materially disadvantageous to the Lenders; providedLenders and could not reasonably be expected to have a Material Adverse Effect, that (iv) any such merger involving a Person Foreign Subsidiary may merge into any other Foreign Subsidiary that is not a whollyWholly-owned Owned Subsidiary immediately prior in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also consummate a Permitted Acquisition permitted by Section 7.46.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity.

Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Person (other than the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such mergerBorrower) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Partyor be consolidated with, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose Dispose of all or substantially all of its assets or the stock of any of its Subsidiaries to, the Borrower in a transaction in which the Borrower is the surviving entity or transferee and, if such Person is not a Subsidiary, such merger or consolidation constitutes a Permitted Acquisition, (ii) any Person (other than the Borrower) may merge into or be consolidated with, or Dispose of all or substantially all of its assets or the stock of any of its Subsidiaries to, any other Loan Party in a transaction in which the surviving entity or transferee is a Loan Party and, if such Person is not a Subsidiary, such merger constitutes a Permitted Acquisition, and if any such Loan Party is a Domestic Subsidiary, such Domestic Subsidiary shall be the surviving entity or transferee, (iii) any Subsidiary that is not a Loan Party may merge into or be consolidated with any other Subsidiary, provided that Domestic Subsidiaries may not merge into Foreign Subsidiaries unless the Domestic Subsidiary is the 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, (v) any Subsidiary may liquidate into the Borrower or to a any other Subsidiary Loan Party and (vi) any Subsidiary (other than a Subsidiary Loan Party) 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, provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.04.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.

Fundamental Changes. (a) The Borrower Parent will not, and nor will not it permit any Restricted Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary Person may merge with or into a Person if Restricted Subsidiary (other than the Borrower (Borrower, a Special Purpose Equipment Subsidiary, a Special Purpose Financing Subsidiary or a Special Purpose License Subsidiary) pursuant to a transaction that constitutes a Permitted Acquisition, provided that the survivor of such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person merger is a Domestic Subsidiary thereafter and complies with Section 5.10Restricted Subsidiary, (ii) any Restricted Subsidiary (other than the Borrower, a Special Purpose Equipment Subsidiary or a Special Purpose Financing Subsidiary) may merge with or into another any other Restricted Subsidiary (other than the Borrower, a Special Purpose Equipment Subsidiary or a Special Purpose Financing Subsidiary; provided that ) in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which (A) the surviving entity is a Restricted Subsidiary Loan Partyand (B) if either such Restricted Subsidiary is a Guarantor Subsidiary, a Subsidiary Loan Party shall be the surviving Personentity is a Guarantor Subsidiary, (iii) any Restricted Subsidiary (other than the Borrower, a Foreign Special Purpose Equipment Subsidiary or a Special Purpose Financing Subsidiary) may merge into another Foreign Subsidiarythe Parent in a transaction in which the Parent is the surviving entity, (iv) any Special Purpose Equipment Subsidiary may be converted merge with or into any Guarantor Subsidiary if the survivor is a limited liability company if it complies with the provisions of Section 5.10, to the extent applicableGuarantor Subsidiary, (v) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Parent or to a Subsidiary Loan Party and (vi) any another Restricted Subsidiary (other than the Borrower, a Subsidiary Loan Party) 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; providedSpecial Purpose Equipment Subsidiary, that any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4.Special

Fundamental Changes. (a) The Borrower will notIf, and will not permit at any Subsidiary totime while this Warrant is outstanding, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower Company effects any merger or any Subsidiary may merge consolidation of the Company with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10into another Person, (ii) the Company effects any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose sale of all or substantially all of its assets to the Borrower in one or to a Subsidiary Loan Party and series of related transactions, (viiii) any Subsidiary tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Shares are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property (other than as a Subsidiary Loan Partyresult of a subdivision or combination of shares of Common Shares covered by SECTION 9(A) may liquidate above) or dissolve if the Borrower determines any other Change of Control (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 case, a Person that is not a wholly-owned Subsidiary "FUNDAMENTAL CHANGE"), then the Holder shall have the right thereafter only to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Change if it had been, immediately prior to such merger shall Fundamental Change, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). The aggregate Exercise Price for this Warrant will not be permitted unless affected by any such Fundamental Change, but the corresponding Investment Company shall apportion such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Shares are given any choice as to the securities, cash or property to be received in a Fundamental Change, then the Holder shall be given the same choice as to the Alternate Consideration it is entitled to receive upon any exercise of this Warrant following such Fundamental Change. At the Holder's request, any successor to the Company or surviving entity in such Fundamental Change shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase only the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Change is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this SECTION 9(C) and ensuring that this Warrant (as defined or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Change. If any Fundamental Change constitutes or results in Section 7.4a Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Change, the Company (or any such successor or surviving entity) will purchase this Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Change), if any, is also permitted by Section 7.4equal to the value of the remaining unexercised portion of this Warrant on the date of such request calculated using the binomial option pricing model.

Fundamental Changes. (a) The Borrower will not, and nor will not it permit any Subsidiary of its Restricted Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets assets, or any of its Borrowing Base Properties or any of the Equity Interests of any Restricted Subsidiary (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, the Borrower or any Restricted Subsidiary may sell Hydrocarbons produced from its Oil and Gas Interests in the ordinary course of business, and if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Restricted Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10entity, (ii) any Restricted Subsidiary may merge into another Subsidiary; provided that any other Restricted Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonRestricted Subsidiary, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Restricted 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 and another Restricted Subsidiary, (viiv) any Restricted Subsidiary (other than a Subsidiary Loan Party) 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, (v) the Borrower or any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of equipment and related items in the ordinary course of business, that are obsolete or no longer necessary in the business of the Borrower or any such merger involving a Person of its Restricted Subsidiaries or that is being replaced by equipment of comparable value and utility, (vi) the Borrower or any Restricted Subsidiary may sell, transfer or otherwise dispose of the Excluded Properties, (vii) subject to Section 2.12(b), the Borrower or any Restricted Subsidiary may sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties with a value not exceeding, in the aggregate for the Borrower and its Restricted Subsidiaries taken as a wholly-owned whole, 5% of the Borrowing Base between Scheduled Redeterminations and (viii) with the prior written consent of Required Lenders and subject to Section 2.02(d) and Section 2.12(b), the Borrower or any Restricted Subsidiary immediately prior may sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties not otherwise permitted pursuant to the foregoing clause (ix). For purposes of the foregoing clause (vi), the value of any Oil and Gas Interests included in the Borrowing Base Properties shall be the Engineered Value of such Oil and Gas Interests and the value of all other Oil and Gas Interests shall be the value which would be assigned to such merger Oil and Gas Interests using the same methodology, assumptions and discount rates used to determine the Engineered Value of the Borrowing Base Properties as of the most recent Redetermination. In addition, for purposes of determining compliance with clause (vi) of this Section with respect to any exchange of Oil and Gas Interests, the value of such exchange shall not be permitted unless the corresponding Investment (as defined in Section 7.4)net reduction, if any, is also permitted by Section 7.4in Engineered Value realized or resulting from such exchange.

Fundamental Changes. (a) The a)No Borrower will, nor will not, and will not it permit any Subsidiary of its Restricted Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary Person may merge into or consolidate with a Person if the Borrower (or in a transaction in which such Subsidiary if the Borrower is not the surviving entity or the surviving entity (the “Successor Borrower”) (A) is organized under the laws of the United States (with respect to the Co-Borrower) or Ireland (with respect to the Borrower), (B) expressly assumes the applicable Borrower’s obligations under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Subsidiary Loan Party, unless it is the other party to such mergermerger or consolidation, shall have by a supplement to the Collateral Agreement confirmed that its (i) obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, and (D) each mortgagor of a Mortgaged Property, unless it is the surviving Person other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement; provided, further, that 108 if the surviving Person is a Domestic Subsidiary thereafter foregoing are satisfied, the Successor Borrower will succeed to, and complies with Section 5.10be substituted for, the applicable Borrower under this Agreement, (ii) any Subsidiary Person (other than a Borrower) may merge into another Subsidiary; provided that or consolidate with any Restricted Subsidiary in a Domestic transaction in which the surviving entity is a Restricted Subsidiary may not merge into a Foreign Subsidiary; and provided that and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party shall be the surviving PersonParty, (iii) any Restricted Subsidiary other than a Foreign Subsidiary Borrower may merge into another Foreign 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 be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan Party) 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, provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, it is also permitted by Section 7.46.04 and (v) any 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.

Fundamental Changes. (a) The Borrower Parent will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of determined on a consolidated basis with respect to the stock of any of Parent and its Subsidiaries (in each casetaken as a whole), whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (ia) the Borrower or any Subsidiary Person may merge with into the Parent in a Person if transaction in which the Borrower (or such Subsidiary if the Borrower is not a party to such merger) Parent is the surviving Person or corporation and, if the surviving such Person is the Borrower, the Parent assumes the obligations of the Borrower hereunder and under the other Loan Documents pursuant to a Domestic Subsidiary thereafter written instrument in form and complies with Section 5.10substance satisfactory to the Administrative Agent, (iib) any Subsidiary Person (other than the Parent or the Borrower) may merge into another Subsidiary; provided that any Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (vc) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a another Subsidiary Loan Party and (vid) any Subsidiary (other than a Subsidiary Loan Partythe Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.06; and provided, further, that a Subsidiary Guarantor shall not be permitted to merge into, or sell, transfer, lease or otherwise dispose of all or substantially all of its assets to, another Subsidiary which is not at the time of such merger or disposition a Subsidiary Guarantor and which, in the case of a merger, will be the surviving entity of such merger unless concurrently with the consummation of such merger or disposition such surviving or receiving Subsidiary shall execute an assumption agreement with respect to the Subsidiary Guarantee and furnish a legal opinion with respect thereto comparable, to the extent applicable, to the legal opinions delivered in respect of the Subsidiary Guarantees on the Effective Date.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, (a) if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary Person may merge with a Person if or into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not the surviving entity; and (ii) the Borrower may merge with or into any other Person in a party transaction in which such other Person is the surviving entity (the “Surviving Person”) so long as (A) such Surviving Person is a corporation or other entity organized or existing under the or laws of the state of Ohio or Delaware, (B) prior to such merger) is the surviving Person or if the surviving , such Person is a Domestic Subsidiary thereafter and complies shell company with Section 5.10no liabilities, (iiC) such Surviving Person assumes the obligations of the Borrower under this Agreement and the other Loan Documents and (D) on the date of such transaction, the Borrower delivers to the Administrative Agent a favorable written opinion of counsel for the Borrower covering such matters relating to such Surviving Person, the Loan Documents or such merger as the Administrative Agent may reasonably request, which opinion and counsel shall be reasonably satisfactory to the Administrative Agent; (b) any Subsidiary may merge into another any Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (vc) 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 and another Subsidiary; (vid) any Subsidiary (may merge into, or consolidate with, any Person other than the Borrower or any other Subsidiary if (i) such Subsidiary is the surviving entity or (ii) such other Person is the surviving entity and becomes a Subsidiary Loan Partycontemporaneously with such merger or consolidation; and (e) 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 involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge Merge into or consolidate with any Person or permit any Person to merge into any other Personit, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each caseto do so, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that if at the time thereof and immediately after giving effect thereto, so long as no Default or Event of Default shall have occurred and be continuing and so long as no Default or Event of Default would result therefrom, (iA) Wholly-Owned Subsidiaries of the Borrower may make Permitted Acquisitions and Permitted Club Acquisitions; (B) any Subsidiary of the Borrower may consolidate with or merge into the Borrower or any Wholly-Owned Subsidiary may merge with a Person of the Borrower if the Borrower (or such Wholly-Owned Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall will be the surviving Person, corporation; (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (vC) any Subsidiary may sell, lease, transfer, lease contribute or otherwise dispose of all its assets, in whole or substantially in part, to Borrower or any other Wholly-Owned Subsidiary of the Borrower, and may, following any such disposition in whole, liquidate and dissolve and the Borrower may transfer, contribute or otherwise dispose of its assets in whole or in part to any Wholly-Owned Subsidiary of the Borrower; (D) the Borrower may on a single occasion transfer any or all of its assets accounts receivable to its Wholly-Owned Subsidiary, ABC Investment Corp., and such Subsidiary may transfer any or all of its accounts receivable to the Borrower or (in each case subject to a Subsidiary Loan Party the continuing existence of the Administrative Agent's perfected security interest therein) and (viE) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests merger of the Borrower with and is into a newly-formed Delaware Wholly-Owned Subsidiary of the Borrower for the sole purpose of effecting a reincorporation of the Borrower in Delaware, provided that the Borrower shall have given the Administrative Agent not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly-owned Subsidiary immediately less than ten (10) Business Days prior written notice and prior to effecting such merger Merger Borrower shall not be permitted unless the corresponding Investment (as defined in Section 7.4)take all actions, if any, is also permitted reasonably required by Section 7.4.the Administrative Agent to preserve the Administrative Agent's security interest in the Collateral and all other rights and remedies of the Lenders and the Administrative Agent under the Loan Documents or otherwise then existing by law;

Fundamental Changes. (a) The Such Borrower will not, and nor will not it permit any Subsidiary of its Restricted Subsidiaries to, merge into or amalgamate or consolidate into with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing except that: (ia) the Borrower or any Subsidiary may merge with the Parent Borrower in a Person if transaction in which the Parent Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person (or if in the case of a transitory merger where the surviving Person is assumes the Obligations in a Domestic Subsidiary thereafter and complies with Section 5.10manner reasonably acceptable to the Administrative Agent), (iib) any Restricted Subsidiary may merge into another Subsidiary; provided that with any Subsidiary in a Domestic transaction in which the surviving entity is a Subsidiary may not merge into a Foreign Subsidiary; and provided that (x) if any party to such merger is a Domestic Subsidiary Loan Party, the surviving entity is a Domestic Subsidiary Loan Party (or the surviving Person assumes the Obligations of such non-surviving Domestic Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such CREDIT AGREEMENT, Page 89 transaction shall be constitute an Investment permitted by Section 6.04) and (y) if no party to such merger is a Domestic Subsidiary Loan Party but any party to such merger is a Foreign Subsidiary Loan Party, the surviving entity is a Foreign Subsidiary Loan Party (or the surviving Person assumes the Obligations of such non-surviving Foreign Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04), (c) any Person may merge into the Parent Borrower in an Investment permitted by Section 6.04 in which the Parent Borrower is the surviving Person, (iiid) any Person may merge with a Restricted Subsidiary in an Investment permitted by Section 6.04 in which the surviving entity is a Subsidiary and (x) if any party to such merger is a Domestic Subsidiary Loan Party, the surviving entity is a Domestic Subsidiary Loan Party (or the surviving Person assumes the Obligations of such non-surviving Domestic Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04) and (y) if no party to such merger is a Domestic Subsidiary Loan Party but any party to such merger is a Foreign Subsidiary may merge into another Loan Party, the surviving entity is a Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vior the surviving Person assumes the Obligations of such non-surviving Foreign Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04); (e) any Subsidiary (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving (f) in connection with the Disposition of a Person that is not Subsidiary (other than a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also Borrower) or its assets permitted by Section 7.46.05, such Subsidiary may merge with or into any other Person; and (g) any Foreign Subsidiary may merge or amalgamate with the Canadian Borrower or any other Canadian Subsidiary in a transaction in which the Canadian Borrower or such Canadian Subsidiary is the surviving Person (or in the case of a transitory merger where the surviving Person assumes the Obligations of the Canadian Borrower or such other Canadian Subsidiary in a manner reasonably acceptable to the Administrative Agent). The Parent Borrower 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 Parent Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related, complementary or ancillary thereto.

Fundamental Changes. (a) The Borrower Obligor will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single transaction one transac tion or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all any of the stock of or voting rights with respect to any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with into Obligor in a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) transaction in which Obligor is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corpora tion, (ii) any Subsidiary may merge into another Subsidiary; provided that any Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Obligor or to a Subsidiary Loan Party and another Subsidiary, (viiv) any Subsidiary (other than a Subsidiary Loan Party) the Obligor may liquidate or dissolve if the Borrower Obligor determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Obligor and is not materially disadvantageous to the LendersBank; provided, provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless and (v) Obligor may merge with another Person if (A) Obligor is the corresponding Investment successor or survivor of such merger transaction and (B) Moody's and S&P shall have affirmed in writing that such transaction will not impair Obligor' implied senior debt rating as defined such debt rating is in Section 7.4)effect immediately prior to the announcement of such merger transaction. (b) Obligor will not, if anyand will not permit any of its Subsidiaries to, is also permitted engage to any material extent in any business other than businesses of the type conducted by Section 7.4Obligor and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. 7.04. Investments, Loans, Advances, Guarantees and Acquisitions. Obligor will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except: (a) Permitted Investments; (b) investments by Obligor or by any Subsidiary in the capital stock of its Subsidiaries; (c) loans or advances made by Obligor to any Subsidiary and made by any Subsidiary to Obligor or any other Subsidiary; and (d) investments by Obligor and/or any Subsidiary in the aggregate not to exceed 10% of Obligor' consolidated Tangible Net Worth. 7.05.

Fundamental Changes. (a) The Borrower will not, and will not permit any Regulated Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Regulated Subsidiaries (in each case, whether now owned or hereafter here­after acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary may merge into another Subsidiary; provided that any Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets in the ordinary course of business or to the Borrower or to a another Subsidiary Loan Party and (viiv) any Subsidiary (other than a Subsidiary Loan Party) 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 LendersLender; provided, provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.04; and provided further, Catamount Resources Corporation may sell any or all of their capital stock to an investor, if the Borrower determines in good faith that such is in the best interests of the Borrower and is not materially disadvantageous to the Lender. The Borrower shall only consummate the publicly announced merger with Green Mountain Power Corporation (“GMP”) if (a) upon the consummation of the merger, all Obligations to the Lender are paid in full and the obligation of the Lender under this Agreement are terminated or (b) the Lender provides its prior written consent to the completion of such transaction, which may be withheld in the Lender’s discretion. As a condition to such consent, the Lender may require modifications or changes to this Agreement, including the financial covenants contained herein.

Fundamental Changes. (a) Mergers, Consolidations, Disposal of Assets, Etc. The Borrower ------------------------------------------------ will not, and will not permit any Subsidiary Nationwide Core Entity to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its Properties and assets whether now owned or hereafter acquired, or all or substantially all of the Equity Interest of any of the Nationwide Core Entities (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) any Nationwide Core Entity (other than the Borrower) may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary Nationwide Core Entity (other than the Borrower) may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into Nationwide Core Entity in a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonNationwide Core Entity, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies subject to compliance with the provisions of Section 5.106.04, any ------------ Person (other than a Nationwide Core Entity) may merge into any Nationwide Core Entity (other than the Borrower in a transaction in which such Nationwide Core Entity is the surviving entity) and (iv) to the extent applicablenot otherwise permitted by clause (i), (ii) or (iii) above, the Borrower or any other Nationwide Core ---------- ---- ----- Entity may merge or consolidate with and into any Person, in each case with the prior written approval of the Required Lenders and (v) any Subsidiary Nationwide Core Entity may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party and (vi) any Subsidiary (other than a Subsidiary Loan Party) 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 Lendersanother Nationwide Core Entity; provided, provided that any such merger involving a Person that is not a whollyWholly-owned Owned Subsidiary of (x) the Borrower or (y) any Wholly-Owned Subsidiary of a Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4.------- 6.04. ----

Fundamental Changes. (a) The Borrower will notMerge, and will not permit any Subsidiary todissolve, merge liquidate, consolidate or amalgamate with or into or consolidate into any other another Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (whether in a single one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or all in favor of any Person; provided that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Company may merge or substantially all of the stock of consolidate with any of its Subsidiaries Subsidiaries; provided that the Company shall be the continuing or surviving Person, (in each case, whether now owned or hereafter acquiredb) or liquidate or dissolve; provided, that if at any Domestic Loan Party other than the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary Company may merge or consolidate with a Person if any other Domestic Loan Party other than the Borrower Company, (or such c) any Foreign Subsidiary if the Borrower which is not a party to such merger) is corporation incorporated under the surviving Person Laws of Canada or if the surviving Person is a Domestic Subsidiary thereafter and complies province or territory thereof may be merged or consolidated with Section 5.10, (ii) or into any Subsidiary may merge into another Subsidiary; Loan Party provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the continuing or surviving Person, (iiid) a any Foreign Subsidiary which is not a corporation incorporated under the Laws of Canada or a province or territory thereof may merge be merged or consolidated with or into another any other Foreign Subsidiary; provided that if any such Person is a Designated Borrower, a Designated Borrower shall be the continuing or surviving Person, (ive) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan Party) 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 Company may merge with any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be Loan Party in connection with a Disposition permitted unless the corresponding Investment (as defined in under Section 7.4)8.05 or a Permitted Acquisition; provided that, if anysuch transaction involves any Designated Borrower, such Designated Borrower, as applicable, shall be the continuing or surviving Person, (f) any Wholly Owned Subsidiary of the Company (other than any Designated Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect, (g) any Foreign Subsidiary (except a Designated Borrower) which is also permitted a corporation incorporated under the Laws of Canada or a province or territory thereof may amalgamate with another Loan Party; provided that the corporation resulting from such amalgamation assumes by Section 7.4operation of law all obligations of such Loan Party and provides confirmation of such assumption of obligations as is reasonably required by the Administrative Agent, and (h) any Foreign Subsidiary which is a corporation incorporated under the Laws of Canada or a province or territory thereof may amalgamate with another Foreign Subsidiary; provided that if any such Person is a Designated Borrower, the corporation resulting from such amalgamation assumes by operation of law all obligations of such Designated Borrower and provides confirmation of such assumption to the obligations as is reasonably required by the Administrative Agent.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary of its Consolidated Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all its assets as an entirety or substantially all of its assets (in each caseas an entirety, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Consolidated Subsidiaries (in each case, whether now owned or hereafter here after acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) any Person may merge into the Borrower or in a transaction in which the Borrower is the surviving corpora tion (ii) any Consolidated Subsidiary may merge with a Person if any other Consolidated Subsidiary, and (iii) the Borrower may merge with or into or consolidate with or transfer its assets as an entirety or substantially as an entirety to any Person, so long as (A) immediately prior to and immediately after giving effect to such merger, consolidation or transfer, the Person with or into which the Borrower shall ultimately merge or consolidate or to whom the Borrower shall ultimately transfer its assets as an entirety or substantially as an entirety is in the Utility Business, (B) the Required Lenders shall have determined (so long as such determination is exercised in good faith and after consultation with the Borrower) that the rating of the first mortgage bonds (or bonds otherwise denominated that benefit from a first Lien on such Subsidiary Person's utility assets, or, if such Person has no first mortgage bonds, the rating of the senior unsecured long-term Indebtedness of such Person that is not guaranteed and does not benefit from any other credit enhancement) of the surviving Person of any such merger, consolidation, acquisition or transfer of assets shall be at least BBB- or higher by S&P and Baa3 or higher by Moody's (unless the requirements of this clause (B) shall have beex xxxxxd by the Required Lenders); PROVIDED that the requirement of this clause (B) shall be deemed to have been satisfied if, prior to the consummation of any such merger, consolidation or transfer, the Borrower shall have delivered written evidence from each such rating agency to the effect that, upon such merger, consolidation or transfer, the applicable rating of such surviving Person would be equal to or higher than the ratings specified in this clause (B), (C) in the case of any merger or consolidation or transfer of assets in which the Borrower is not a party the surviving corporation, the Person formed by any such consolidation or transfer of assets or into which the Borrower shall be merged or consolidated or to which such merger) is assets are transferred shall have executed an agreement in form reasonably satisfactory to the Administrative Agent containing an assumption by the surviving Person of the due and punctual performance of each obligation, agreement, covenant and condition of each of the Loan Documents and the Second Indenture to be performed or if complied with by the surviving Person is a Domestic Subsidiary thereafter Borrower, and complies with Section 5.10(D) the Administrative Agent shall have received an opinion of counsel, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; in form and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, substance reasonably satisfactory to the extent applicableAdministrative Agent and its counsel, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets with respect to the Borrower or to a Subsidiary Loan Party due authorization, execution, delivery, validity and (vi) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests enforceability of the Borrower assumption agreement referred to in clause (C) of this Section 6.03, of the enforceability and is not materially disadvantageous continuation of the Liens created pursuant to the Lenders; provided, that any Security Documents and such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless other matters as the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4Required Lenders may reasonably require.

Fundamental Changes. (a) The Borrower No Consolidated Entity will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with into the Parent Borrower in a Person if transaction in which the Parent Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary may merge into another Subsidiary; provided that any Wholly-Owned Subsidiary in a Domestic transaction in which the surviving entity is a Wholly-Owned Subsidiary may not merge into a Foreign Subsidiary; and provided that and, if any party to such merger is a Subsidiary Loan Party, is or becomes a Subsidiary Loan Party shall be the surviving PersonParty, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and Parent Borrower, is not materially disadvantageous to the Lenders; providedLenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such merger involving business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Person Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if 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 not a whollyWholly-owned Owned Subsidiary immediately prior in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also consummate a Permitted Acquisition permitted by Section 7.46.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, except that: the Company may be a party to a merger or consolidation (aincluding by means of a scheme of arrangement) The Borrower will notwith one or more newly formed “shell entities” for the purposes of (i) changing its jurisdiction of organization or incorporation as permitted by Section 6.05 and/or (ii) becoming a wholly-owned Subsidiary of a holding company organized in another jurisdiction if, immediately following such merger or consolidation, all of the outstanding shares of such holding company are owned (in substantially the same percentages) by the Persons who had been shareholders of the Company immediately prior to such merger or consolidation, so long as in either case (A) no Default then exists or is caused thereby, (B) in the reasonable determination of the Administrative Agent, such merger or consolidation does not have an adverse impact on any Lien securing the Guaranteed Obligations, the perfection or priority of any such Lien, any obligation of the Company under Section 6.12, any Guaranteed Obligation, or any other right or remedy provided to the Administrative Agent under any Loan Document, (C) if the Company (x) is not the surviving Person of any such merger or (y) is a party to any such consolidation, the surviving Person of such merger or Person formed by such consolidation, as the case may be (such Person, the “Successor Entity”), shall assume, in a manner reasonably satisfactory to the Administrative Agent, the obligations of the Company under the Loan Documents to which the Company was a party, (D) unless otherwise agreed to by the Administrative Agent and all of the Lenders in writing, the jurisdiction of organization or incorporation of the Company (if it is the surviving Person) or the Successor Entity, as the case may be, is neither (x) one in which any Lender or the L/C Issuer is under Applicable Law prohibited from or restricted in making Loans or issuing Letters of Credit at such time nor (y) a Designated Jurisdiction, and will not permit (E) the Administrative Agent receives at least 30 days’ (or such shorter period approved by the Administrative Agent) prior written notice of such event, and upon the effectiveness thereof, all supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, that it may reasonably request to continue to receive the same benefits of the Loan Documents immediately prior to such change; and any direct or indirect Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to of the Company may merge into or consolidate with it, the Company or sell, lease, transfer any other Subsidiary (direct or otherwise dispose of (in a single transaction or a series of transactionsindirect) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each caseCompany, whether now owned or hereafter acquired) or liquidate or dissolve; providedbut only if, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests case of this clause (b): except as permitted by clause (a) above, in the Borrower and is not materially disadvantageous to the Lenders; provided, that case of any such merger involving a Person that is not or consolidation of a wholly-owned Subsidiary immediately prior to of any Borrower and any other Subsidiary, the Person surviving such merger or formed by such consolidation shall not be a wholly-owned Subsidiary of such Borrower; except as permitted unless by clause (a) above, in the corresponding Investment case of any such merger or consolidation of any other Subsidiary of a Borrower, the Person surviving such merger or formed by such consolidation shall be a Subsidiary of such Borrower; if the Company is a party to any such merger or consolidation, the Company shall be the continuing or surviving Person; and except in the case of the foregoing clause (as defined in Section 7.4iii), if anya Subsidiary Guarantor is a party to any such merger or consolidation, is also permitted by Section 7.4.a Subsidiary Guarantor shall be the continuing or surviving Person unless following such merger or consolidation the Company and its Subsidiaries would continue to be in compliance with each of the Loan Party Threshold and the Opinion Loan Party Threshold;

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its the assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of Borrower and its Subsidiaries on a consolidated basis (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; providedprovided that if, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter merger and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person (unless the Borrower is a party thereto, in which case the Borrower shall be the surviving Person)) is the surviving Person, (iiiii) a Foreign any Subsidiary may merge into another Foreign Subsidiary, (iv) provided 85 US-DOCS\107476819.12 that if any party to such merger is a Subsidiary may Loan Party, the Subsidiary Loan Party shall be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicablesurviving Person, (viii) 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 and Party, (viiv) any Subsidiary (other than a Subsidiary Loan Party) 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; providedprovided that if such Subsidiary is a Subsidiary Loan Party, that the assets of such Subsidiary shall be distributed to the Borrower or a Subsidiary Loan Party, (v) subject to clause (ii), any such merger involving a Person Subsidiary may merge, dissolve or consolidate in connection with the consummation of any Permitted Acquisition, and (vi) any Subsidiary that is not a wholly-owned Loan Party may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or any Subsidiary immediately prior to such merger shall not be permitted unless of the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4Borrower.

Fundamental Changes. (a) The Borrower will not, and will not permit any Regulated Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Regulated Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary may merge into another Subsidiary; provided that any Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets in the ordinary course of business or to the Borrower or to a another Subsidiary Loan Party and (viiv) any Subsidiary (other than a Subsidiary Loan Party) 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 LendersLender; provided, provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.04; and provided further, Eversant Corporation, Catamount Resources Corporation or Catamount Energy Corporation may sell any or all of their capital stock to an investor, if the Borrower determines in good faith that such is in the best interests of the Borrower and is not materially disadvantageous to the Lender. (b) The Borrower will not, and will not permit any of its Regulated Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Regulated Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. SECTION 6.04.

Fundamental Changes. (a) The Except as otherwise expressly permitted by Section 7.6(c), the Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10Person, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided provided, that if any party to such merger is a Wholly Owned Subsidiary, the Wholly Owned Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign any Subsidiary may merge into another Foreign Subsidiarythe Borrower if Borrower is the surviving Person, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Wholly Owned Subsidiary, (v) any Subsidiary Loan Party that is no longer operational as a result of a sale or disposition permitted by Section 7.6(c) shall be permitted to liquidate or dissolve and (vi) any Subsidiary (other than a Subsidiary Loan PartyWholly Owned 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 Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4.

Fundamental Changes. (al) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all any of the stock Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) any Person may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary Subsidiary/Person may merge into another Subsidiary; provided that any Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, (provided that any such merger involving a Subsidiary Loan Party shall be Guarantor must result in a Subsidiary Guarantor as the surviving Personentity), (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) Borrower or any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary another Loan Party Party, (iv) the Borrower and its Subsidiaries may (A) sell inventory and excess, damaged, obsolete or worn out assets, in each case in the ordinary course of business, (B) enter into Sale and Leaseback Transactions permitted under Section 6.10 and (viC) make any other sales, transfers, leases or dispositions of property having a fair market value not in excess of, during the term of this Agreement, 10% of Consolidated Tangible Assets in the aggregate and (v) any Subsidiary (other than a Subsidiary Loan Party) 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. The Borrower will not, that and will not permit any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior of its Subsidiaries to, engage to such merger shall not be permitted unless any material extent in any business other than businesses of the corresponding Investment (as defined in Section 7.4), if any, is also permitted type conducted by Section 7.4the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower and the UK Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all all/any substantial part of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary may merge into another Subsidiary; provided that any Domestic Subsidiary Loan Party in a transaction in which the surviving entity is a Domestic Subsidiary Loan Party, (iii) any Domestic Subsidiary that is not a Subsidiary Loan Party may merge into, or sell, transfer, lease or otherwise dispose of its assets to, any other Domestic Subsidiary that is not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, (iv) any Foreign Subsidiary may merge into, or sell, transfer, lease or otherwise dispose of its assets to, any Foreign Subsidiary Loan Party; (v) any Foreign Subsidiary that is not a Subsidiary Loan Party shall be the surviving Personmay merge into, (iii) a or sell, transfer, lease or otherwise dispose of its assets to, any other Foreign Subsidiary may merge into another Foreign Subsidiary, that is not a Subsidiary Loan Party; (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (vvi) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a any Subsidiary Loan Party and Party; (vivii) any Subsidiary (other than a Subsidiary Loan Party) 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 LendersLenders and (viii) the stock or assets of a Subsidiary may be sold to the extent such sale does not violate Section 6.09; provided, provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.04.

Fundamental Changes. (a) The Each Borrower will shall not, and will shall not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the Equity Interests of any Subsidiary (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve, or purchase or otherwise acquire all or substantially all of the stock assets or any Equity Interests of any of its Subsidiaries (in each caseclass of, whether now owned or hereafter acquired) any partnership or liquidate joint venture interest in, any other Person, or dissolve; providedpermit any Subsidiary to issue any Equity Interests, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with into a Person if the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary may merge into another Subsidiary; provided that any Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonWholly-Owned Subsidiary, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the to, or issue Equity Interests to, a Borrower or to a Subsidiary Loan Party and Wholly-Owned Subsidiary, (viiv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower Borrowing Agent determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the LendersLender, (v) any Borrower or any Subsidiary may make any Investment permitted by Section 6.4, and (vi) any Borrower or any Subsidiary may make any Disposition permitted by Section 6.3; provided, provided that any such merger involving a Person that is not a whollyWholly-owned Owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge Merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of any Borrower may merge with into such Borrower in a Person if the transaction in which such Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10entity, (ii) any Subsidiary of Holdings may merge into another Subsidiary; Holdings or any other Subsidiary of Holdings (provided that (A) if Kmart Corp. is a Domestic party to such merger, such merger shall be with Holdings, Kmart or a direct Subsidiary may not merge into a Foreign Subsidiary; of Kmart Corp. and provided that Kmart Corp. shall be the continuing or surviving entity, (B) if any Subsidiary Guarantor is a party to such merger is (other than with a Borrower or Holdings), such Subsidiary Loan Party, a Subsidiary Loan Party Guarantor shall be the continuing or surviving Personentity or the continuing or surviving entity shall become a Subsidiary Guarantor and (C) if SRAC is a party to such merger, then Sears shall comply with the requirements of Section 6.01(d)), (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with of Holdings other than the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary Borrowers may sell, transfer, lease or otherwise dispose of all its assets to any Borrower, to Holdings or substantially all to a Subsidiary of Holdings (provided that if such sale or transfer includes Collateral and the transferee is not the Borrower or Holdings, the transferee shall be a Subsidiary Guarantor), (iv) any Subsidiary of Holdings other than the Borrowers or Sears may sell, transfer, lease or otherwise dispose of its assets to the Borrower a Person that is not a Subsidiary or merge with a Person that is not a Subsidiary, in each case pursuant to a Subsidiary Loan Party and Permitted Disposition, (viv) any Subsidiary (of Holdings other than a the Borrowers, Sears or any Material Subsidiary Loan PartyGuarantor (except, in the case of SRAC, as provided in Section 6.01(d)) may liquidate or dissolve if Holdings and the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Holdings, the Borrower Borrowers, Sears, the other Material Subsidiary Guarantors and their Subsidiaries and is not materially disadvantageous in any material respect to Holdings, the Borrowers, Sears, the other Material Subsidiary Guarantors or the Lenders; provided, that a Material Subsidiary Guarantor may liquidate or dissolve into a Person that is a Subsidiary of Holdings immediately prior to such liquidation or dissolution, if the continuing or surviving entity is or shall become a Subsidiary Guarantor in accordance with Section 6.01(i), and (vi) Holdings or any such merger involving Subsidiary of Holdings may merge with a Person that is not a wholly-owned Subsidiary of Holdings immediately prior to such merger if, in the case of any merger involving Holdings, a Borrower or a Subsidiary Guarantor, Holdings, such Borrower or such Subsidiary Guarantor, as applicable, is the continuing or surviving entity or, in the case of any merger involving a Subsidiary Guarantor, the continuing or surviving entity shall not become a Subsidiary Guarantor in accordance with Section 6.01(i); provided that contemporaneously with the occurrence of any of the actions permitted to be permitted unless the corresponding Investment taken pursuant to this clause (as defined in Section 7.4b), if any, is also permitted by Section 7.4the Borrowers shall furnish to the Agent an updated Borrowing Base Certificate.

Fundamental Changes. (a) The Borrower will not, and will not permit any Regulated Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Regulated Subsidiaries (in each case, whether now owned or hereafter here­after acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary may merge into another Subsidiary; provided that any Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets in the ordinary course of business or to the Borrower or to a another Subsidiary Loan Party and (viiv) any Subsidiary (other than a Subsidiary Loan Party) 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 LendersLender; provided, provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.04; and provided further, Eversant Corporation, Catamount Resources Corporation or Catamount Energy Corporation may sell any or all of their capital stock to an investor, if the Borrower determines in good faith that such is in the best interests of the Borrower and is not materially disadvantageous to the Lender. (b) The Borrower will not, and will not permit any of its Regulated Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Regulated Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. SECTION 6.04.

Fundamental Changes. (a) The Borrower No Consolidated Entity will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with into the Parent Borrower in a Person if transaction in which the Parent Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary may merge into another Subsidiary; provided that any Wholly-Owned Subsidiary in a Domestic transaction in which the surviving entity is a Wholly-Owned Subsidiary may not merge into a Foreign Subsidiary; and provided that and, if any party to such merger is a Subsidiary Loan Party, is or becomes a Subsidiary Loan Party shall be the surviving PersonParty, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and Parent Borrower, is not materially disadvantageous to the Lenders; providedLenders and could not reasonably be expected to have a Material Adverse Effect, that (iv) any such merger involving a Person Foreign Subsidiary may merge into any other Foreign Subsidiary that is not a whollyWholly-owned Owned Subsidiary immediately prior in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) Xxxxxxx River Australia, Xxxxxxx River China, Xxxxxxx River Mexico and Xxxxxxx River Proteomics may be sold, liquidated or dissolved and may take any action described in clauses (h) or (i) of Article VII so long as the Parent Borrower receives its ratable portion of the net proceeds available to the equity holders in connection with such merger shall not be permitted unless the corresponding Investment liquidation or dissolution, (as defined vi) any Wholly-Owned Subsidiary may merge into any Person in Section 7.4), if any, is also order to consummate a Permitted Acquisition permitted by Section 7.46.04(g) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vii) any Consolidated Entity may effect the closure of a division in such Consolidated Entity.

Fundamental Changes. (a) The Borrower will not, and nor will not it permit any Subsidiary of its Restricted Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets assets, or any of its Borrowing Base Properties or any of the Equity Interests of any Restricted Subsidiary (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, the Borrower or any Restricted Subsidiary may sell Hydrocarbons produced from its Oil and Gas Interests in the ordinary course of business, and if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Restricted Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10entity, (ii) any Restricted Subsidiary may merge into another Subsidiary; provided that any other Restricted Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonRestricted Subsidiary, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Restricted 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 and another Restricted Subsidiary, (viiv) any Restricted Subsidiary (other than a Subsidiary Loan Party) 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, (v) the Borrower or any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of equipment and related items in the ordinary course of business, that are obsolete or no longer necessary in the business of the Borrower or any such merger involving a Person of its Restricted Subsidiaries or that is being replaced by equipment of comparable value and utility, (vi) subject to Section 2.12(b), the Borrower or any Restricted Subsidiary may sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties with a value not exceeding, in the aggregate for the Borrower and its Restricted Subsidiaries taken as a wholly-owned whole, five percent (5%) of the Borrowing Base between Scheduled Redeterminations and (vii) with the prior written consent of Required Lenders and subject to Section 2.02(d) and Section 2.12(b), the Borrower or any Restricted Subsidiary immediately prior may sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties not otherwise permitted pursuant to the foregoing clause (vi). For purposes of the foregoing clause (vi), the value of any Oil and Gas Interests included in the Borrowing Base Properties shall be the Engineered Value of such Oil and Gas Interests and the value of all other Oil and Gas Interests shall be the value which would be assigned to such merger Oil and Gas Interests using the same methodology, assumptions and discount rates used to determine the Engineered Value of the Borrowing Base Properties as of the most recent Redetermination. In addition, for purposes of determining compliance with clause (vi) of this section with respect to any exchange of Oil and Gas Interests, the value of such exchange shall not be permitted unless the corresponding Investment (as defined in Section 7.4)net reduction, if any, is also permitted by Section 7.4in Engineered Value realized or resulting from such exchange.

Fundamental Changes. (a) The Neither Borrower will, nor will not, and will not it permit any Subsidiary of its Subsidiaries to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock Capital Stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, the Parent Borrower would be in compliance on a pro forma basis with the financial covenants set forth in Article VI and no Default or Event of Default shall have occurred and be continuing continuing, (i) the Parent Borrower or any Subsidiary may merge with a Person if the Parent Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10Person, (ii) any the Subsidiary Borrower may merge into with another Subsidiary; provided that a Domestic Person if the Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger Borrower is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign any Subsidiary may merge into another Foreign Subsidiarywith a wholly owned Subsidiary of the Parent Borrower, (iv) any Subsidiary may be converted into a limited liability company if it complies with (other than the provisions of Section 5.10, to the extent applicable, (vSubsidiary Borrower) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Parent Borrower or a wholly owned Subsidiary of the Parent Borrower, (v) any such merger, consolidation or disposition may be effected with respect to the Parent Borrower’s ownership interests in the Subsidiary Borrower in order to convert the Subsidiary Borrower to a Subsidiary Loan Party and master limited partnership structure, (vi) MHAC LLC may merge with and into MH LLC, with MH LLC being the surviving Person in such merger, and (vii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if (x) the assets of such Subsidiary are transferred to the Parent Borrower or a wholly owned Subsidiary of the Parent Borrower, and (y) the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent 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 shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower Lessee will not, and will not permit any Consolidated Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Consolidated Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Potential Event of Default or Event of Default shall have occurred and be continuing (i) the Borrower Lessee or any Consolidated Subsidiary may merge with a Person if the Borrower Lessee (or such Consolidated Subsidiary if the Borrower Lessee is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10Person, (ii) any Consolidated Subsidiary may merge into another Consolidated Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Consolidated Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Lessee or to a Subsidiary Loan Party and Consolidated Subsidiary, (viiv) any Consolidated Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower Lessee determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Lessee and is not materially disadvantageous to the LendersFunding Parties and (v) any Consolidated Subsidiary may be sold so long as such sale is permitted under Section 5.3.6; provided, that any such merger involving a Person that is not a whollyWholly-owned Owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.45.3.4; provided, further, that at any time, (x) any one or more Permitted Securitization Subsidiaries may merge into or consolidate with any one or more Permitted Securitization Subsidiaries and (y) any Permitted Securitization Subsidiary may be liquidated or dissolved.

Fundamental Changes. [(a) ](a) The Borrower will Borrowers shall not, and will shall not permit any Subsidiary other member of the Borrower Affiliated Group to, liquidate, merge into or consolidate into or with any other Person or enter into or undertake any plan or agreement of liquidation, merger or consolidation with any other Person, provided that (i) a Borrower may merge with another company in connection with a Permitted Acquisition or permit Permitted Foreign Acquisition if such Borrower is the surviving company, (ii) any wholly-owned Subsidiary of any Borrower may merge or consolidate into or with such Borrower or any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose wholly-owned Subsidiary of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that such Borrower if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have has occurred and be is continuing (i) the or would result from such merger and if such Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Personcompany, (iii) a Subsidiary of any Borrower may merge into another entity in connection with a Permitted Acquisition or Permitted Foreign Acquisition if, upon consummation of such merger, the surviving entity shall be a direct or indirect wholly-owned Subsidiary of such Borrower and, if the surviving entity is a Domestic Subsidiary, a party to the Security Documents, (iv) any Domestic Subsidiary may merge into any other Domestic Subsidiary, (v) any Foreign Subsidiary may merge into another any other Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and (vi) any Subsidiary (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve if the Lead Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is would not materially disadvantageous to the Lenders; provided, that any such merger involving have a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4Material Adverse Effect.

Fundamental Changes. (a) The Borrower will not, and nor will not it permit any Material Subsidiary to, merge into or consolidate with or into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets (as used herein, including capital stock, and/or other ownership interest) (collectively, “Disposition”), except that (i) a Material Subsidiary may merge into the Borrower or another Material Subsidiary or any other Person (other than the Borrower) if after giving effect thereto such Person becomes a Material Subsidiary, (ii) the Borrower may merge with another Person if (A) the Borrower is the corporation surviving such merger and (B) after giving effect thereto, no Default shall have occurred and be continuing, (iii) Dispositions may be made to the Borrower or a Material Subsidiary (or a party that concurrently therewith will become a Material Subsidiary), (iv) Dispositions may be made by a Material Subsidiary to another Person that concurrently therewith will become a Material Subsidiary, (v) Dispositions of accounts and receivables (and other related assets) pursuant to a Subsidiary Loan Party and Receivables Purchase Facility, (vi) Dispositions of Designated Charges and other related assets in connection with the issuance of any Subsidiary Approved Cost Recovery Bonds and (other than a Subsidiary Loan Partyvii) may liquidate or dissolve if Dispositions by the Borrower determines and its Subsidiaries not otherwise permitted under this Section 6.10; provided that (x) at the time of such Disposition, no Default shall exist or would result from such Disposition (after giving effect to this clause (vii)) and (y) the aggregate book value of all property disposed of in good faith that such liquidation or dissolution is in reliance on this clause (vii) from and after the best interests Closing Date shall not exceed 15% of the greater of the total assets of the Borrower and is not materially disadvantageous to its Subsidiaries on a consolidated basis as determined in accordance with GAAP, (x) as shown on the Lenders; providedconsolidated balance sheet of the Borrower and its Subsidiaries as of December 31, that any such merger involving a Person that is not a wholly-owned Subsidiary 2016 and (y) as shown on the annual consolidated balance sheet of the Borrower and its Subsidiaries as of December 31 of the year ending (after December 31, 2016) immediately prior to such merger disposition; provided, however, that any Disposition pursuant to Section 6.10(vii) shall not be for fair market value as determined in good faith by the applicable board of directors or other governing body. No such Dispositions of the types described in clauses (i)-(vii) of the previous sentence shall in any event be prohibited under this Section 6.10, nor shall any Disposition permitted unless pursuant to clauses (i) through (vi) above be considered in any determination as to whether any other single or series of Dispositions constituted a sale by the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4Borrower or any Material Subsidiary of all or substantially all of its assets.

Fundamental Changes. (a) The Borrower No Consolidated Entity will not, and will not permit any Subsidiary to, merge or amalgamate into or consolidate into with any other Person, or liquidate or dissolve, or permit any other Person to merge or amalgamate into or consolidate with it, except that, (i) any Restricted Subsidiary may merge, amalgamate or sell, lease, transfer consolidate into or otherwise dispose of (with any Credit Party or any Subsidiary in a single transaction in which the surviving entity is a Restricted Subsidiary and (if any party to such merger is a Guarantor) is a Guarantor, (ii) any Subsidiary may merge, amalgamate or consolidate into or with the Borrower in a series of transactionstransaction in which the Borrower is the surviving entity, (iii) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, thereto no Event of Default or Event of Default shall have occurred and be continuing (i) and the Borrower or shall be in compliance with Section 8.2.11 [Minimum Liquidity] immediately after giving effect thereto), any Excluded Subsidiary may merge merge, amalgamate or consolidate into or with a Person if the Borrower (or such Restricted Subsidiary if the Borrower is not a party to such merger) is in which the surviving Person or if the surviving Person entity is a Domestic Restricted Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, Guarantor) is a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign Subsidiary may merge into another Foreign SubsidiaryGuarantor, (iv) any Excluded Subsidiary (other than a Subsidiary that is an Excluded Subsidiary pursuant to clauses (iii) and (iv) of the definition of “Excluded Subsidiary”) may be converted merge, amalgamate or consolidate into or with any Excluded Subsidiary (other than a limited liability company if it complies with Subsidiary that is an Excluded Subsidiary pursuant to clauses (iii) and (iv) of the provisions definition of Section 5.10, to the extent applicable“Excluded Subsidiary”), (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to (except a Subsidiary Loan Party and (vi) any Subsidiary (other than a Subsidiary Loan PartyGuarantor) may liquidate or dissolve if the Borrower reasonably 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 (vi) the Borrower may merge or consolidate into or with Holdings in a transaction in which the Borrower or Holdings is the surviving entity, and if Holdings is the surviving entity, Holdings must expressly assume the obligations of the Borrower hereunder, and (vii) any such merger involving of Holdings, the Borrowers or their respective subsidiaries may enter into a Person that is not a wholly-owned Subsidiary immediately prior merger, consolidation or amalgamation to such merger give effect to any transaction permitted pursuant to Section 8.2.4 [Investments] or Section 8.2.5 [Asset Sales] hereof. The Credit Parties shall not, and shall not permit any of their Restricted Subsidiaries to, engage in any business other than Permitted Businesses, and at all times the Credit Parties and their Restricted Subsidiaries, determined as a whole, shall be permitted unless the corresponding Investment (as defined principally engaged in Section 7.4), if any, is also permitted by Section 7.4Permitted Businesses.

Fundamental Changes. (a) The Borrower will Borrowers shall not, and will not nor shall the Lead Borrower permit any of the other Credit Parties or any Material Foreign Subsidiary to, merge into liquidate, merge, amalgamate or consolidate into or with any other Person or enter into or undertake any 151 plan or agreement of liquidation, merger, amalgamation, or consolidation with any other Person, provided that (i) a Borrower may merge or permit amalgamate with another company in connection with a Permitted Acquisition if such Borrower is the surviving company, (ii) any wholly-owned Subsidiary may merge, amalgamate, or consolidate into or with a Borrower or any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose wholly-owned Subsidiary of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that Borrower if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have has occurred and be is continuing (i) the or would result from such merger or amalgamation and if a Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person company in any merger, amalgamation, or if the surviving Person consolidation to which it is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Personparty, (iii) a Subsidiary may merge, amalgamate or consolidate into or with another entity in connection with a Permitted Acquisition if, upon consummation of such merger, amalgamation, or consolidation, the surviving entity shall be a direct or indirect wholly-owned Subsidiary and, if the surviving entity is a Material Domestic Subsidiary or a Material Foreign Subsidiary that is a Canadian Subsidiary or a UK Subsidiary (other than an Excluded UK Subsidiary), such Material Domestic Subsidiary or Material Foreign Subsidiary, as applicable, becomes a party to the Security Documents, (iv) any Domestic Subsidiary may merge or consolidate into or with any other Domestic Subsidiary, and, if the surviving entity is a Material Domestic Subsidiary, such Material Domestic Subsidiary becomes a party to the Security Documents, (v) any Foreign Subsidiary may merge into another or amalgamate with any other Foreign Subsidiary and, if the surviving entity is a Material Foreign Subsidiary that is a Canadian Subsidiary or a UK Subsidiary (other than an Excluded UK Subsidiary), (iv) any such Material Foreign Subsidiary may be converted into becomes a limited liability company if it complies with the provisions of Section 5.10, party to the extent applicableapplicable Loan Documents; provided that if a Credit Party is part of such merger or amalgamation, either such Credit Party shall be the survivor of such merger or amalgamation or the Borrowers shall cause the survivor to become a Credit Party hereunder (vunless such action would cause any such Material Foreign Subsidiary to be treated as holding United States property under Code Section 956 and U.S. Treasury Regulations Section 1.956-2(c)) 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 and (vi) any Subsidiary (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve if the Lead Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is would not materially disadvantageous to the Lenders; provided, that any such merger involving have a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4Material Adverse Effect.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing and no Default shall result therefrom (i) any Person may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary Person may merge into another Subsidiary; provided that any Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all any substantial part of its assets to the Borrower or to another Subsidiary or to a Subsidiary Loan Party and joint venture pursuant to an investment permitted by Section 6.04, (viiv) any Subsidiary (other than a Subsidiary Loan Party) 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, (v) restaurants comprising such assets may be sold (directly or indirectly) for cash consideration (A) pursuant to any transaction constituting a Prepayment Event provided that a prepayment would then or thereafter be required under Section 2.11(b) as a result of such transaction or (B) in the case of a sale by a Foreign Subsidiary, pursuant to any transaction that would constitute a Prepayment Event if such Foreign Subsidiary were a Domestic Subsidiary (disregarding the proviso to the definition of "Prepayment Event" for this purpose), (vi) restaurants comprising such assets may be sold (directly or indirectly) by the Borrower or any Domestic Subsidiary provided that any transaction (or series of related transactions) consummated in reliance upon this clause (vi) involve the sale (directly or indirectly) of assets with a fair market value not exceeding $250,000,000, (vii) a Subsidiary may transfer all or any substantial part of its assets pursuant to investments in joint ventures permitted by Section 6.04 and (viii) Subsidiaries may engage in any of the foregoing transactions to effect the reformation or restructuring of the form of ownership thereof in a manner that is not prohibited by any other Section of this Agreement; provided, provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary may merge into another any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that a Domestic Subsidiary may not merge into a Foreign Subsidiary; and , provided that if any party the Subsidiary that is to such merger be merged out of existence is a Subsidiary Loan PartyGuarantor, a Subsidiary Loan Party shall be the surviving Personentity is a Guarantor, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary, provided that if the Subsidiary selling, transferring or otherwise disposing of its assets is a Subsidiary Guarantor, the transferee is a Loan Party and (viiv) any Subsidiary (other than that is not a Subsidiary Loan Party) Party 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, provided that any such merger transaction described in clauses (i) - (iii) above involving a Person Subsidiary that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower will not, and will not permit any Significant Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its assets Subsidiaries taken as a whole (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided, that except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary or other Person may merge into or consolidate with the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10corporation, (ii) any Subsidiary may merge into another Subsidiary; provided that or consolidate with any Subsidiary in a Domestic Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger transaction in which the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving PersonWholly Owned Subsidiary, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) 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 and Wholly Owned Subsidiary, (viiv) any Subsidiary (other than a Subsidiary Loan Party) 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, (v) any Subsidiary may merge into or consolidate with any other Person if the surviving Person is or becomes by virtue of such transaction a Wholly Owned Subsidiary, and the Borrower determines in good faith that any such merger involving or consolidation is in the best interests of the Borrower and would not materially adversely affect the Lenders, (vi) the Borrower or any Subsidiary may merge into or consolidate with any other Person; provided that the Borrower or such Subsidiary is the surviving corporation, (vii) any Subsidiary may merge with any other Person in a Person that transaction in which the surviving entity is not a wholly-owned Subsidiary immediately prior to Subsidiary; provided that such merger shall transaction does not be permitted unless constitute the corresponding Investment disposition of all or substantially all assets of the Borrower and its subsidiaries taken as a whole, and (as defined in Section 7.4), if any, is also permitted by Section 7.4viii) the Borrower may consummate the Separation Transactions.

Fundamental Changes. (a) The Borrower will shall not, and will shall not permit any Restricted Subsidiary to, merge into or consolidate into with any other PersonPerson or divide into two or more Persons pursuant to a plan of division, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the Equity Interests of any Restricted Subsidiary (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve, or purchase or otherwise acquire all or substantially all of the stock assets or any Equity Interests of any of its Subsidiaries class of, or any partnership or joint venture interest in, any other Person, or permit any Restricted Subsidiary to issue any Equity Interests, except that (in each case, whether now owned or hereafter acquiredi) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, so long as no Default or Event of Default shall have occurred and be continuing (i) exists or will result therefrom, any Restricted Subsidiary or other Person may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10entity, (ii) so long as no Default or Event of Default exists or will result therefrom, any Restricted Subsidiary or other Person may merge into another any Restricted Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary that is a Restricted Subsidiary, or may divide into two or more new Restricted Subsidiaries; provided that a Domestic that, if such existing Restricted Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Credit Party, each new Subsidiary shall also be a Subsidiary Loan Credit Party shall be the surviving Personimmediately following such division, (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to to, or issue Equity Interests to, the Borrower or to another Wholly Owned Subsidiary that is a Subsidiary Loan Party and Restricted Subsidiary, (viiv) any Restricted Subsidiary (other than a Subsidiary Loan Party) 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 LendersBanks, (v) the Borrower or any Restricted Subsidiary may make any Investment permitted by Section 9.06, and (vi) the Borrower or any Restricted Subsidiary may make any Disposition permitted by Section 9.05; provided, 141 provided that any such merger involving a Person that is not a wholly-owned Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.49.06.

Fundamental Changes. Except as otherwise permitted under this Agreement, merge, dissolve, liquidate, consolidate with or into another Person (a) The Borrower will notunless Borrower, and will not permit any Subsidiary to, merge into or consolidate into any other Personsuch Wholly-Owned Subsidiary, or permit any other Person to merge into or consolidate with itsuch Controlled Subsidiary is the surviving entity), or sell, lease, transfer or otherwise dispose Dispose of (whether in a single one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or all or substantially all of the stock in favor of any of its Subsidiaries Person (including, in each case, whether now owned or hereafter acquired) or liquidate or dissolve; providedpursuant to a Division), that if at the time thereof and immediately after giving effect theretoexcept that, so long as no Default exists or Event of Default shall have occurred and be continuing would result therefrom: (a) any Wholly-Owned Subsidiary may merge with (i) the Borrower or any Subsidiary may merge with a Person if Borrower, provided that the Borrower (shall be the continuing or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person Person, or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into another Subsidiary; one or more other Wholly-Owned Subsidiaries, provided that a Domestic Subsidiary may not merge into a Foreign when any Guarantor is merging with another Wholly-Owned Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party the Guarantor shall be the continuing or surviving Person, ; (iiib) a Foreign any Wholly-Owned Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Subsidiary may sell, transfer, lease or otherwise dispose Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Wholly-Owned Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor (or must become a Guarantor); (c) any Controlled Subsidiary Loan Party may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Wholly-Owned Subsidiaries or Controlled Subsidiaries, provided that when any Guarantor is merging with another Wholly-Owned Subsidiary or Controlled Subsidiary, the Guarantor shall be the continuing or surviving Person; (d) any Controlled Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Controlled Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor (or must become a Guarantor); (e) all or substantially all of the assets or all of the Equity Interests of a Wholly-Owned Subsidiary or Controlled Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05; and (vif) any Subsidiary (other than a Subsidiary Loan Party) may dissolve, liquidate or dissolve if the Borrower determines in good faith wind up its affairs at any time provided that such dissolution, liquidation or dissolution is in the best interests of the Borrower and is winding up, as applicable, could not materially disadvantageous to the Lenders; provided, that any such merger involving have a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4Material Adverse Effect.

Fundamental Changes. (a) The Borrower will shall not, and will shall not permit any Restricted Subsidiary to, merge into or consolidate into with any other PersonPerson or divide into two or more persons pursuant to a plan of division, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all/any substantial part of its assets, or all or substantially all of its assets the Equity Interests of any Restricted Subsidiary (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve, or purchase or otherwise acquire all or substantially all of the stock assets or any Equity Interests of any of its Subsidiaries (in each caseclass of, whether now owned or hereafter acquired) any partnership or liquidate joint venture interest in, any other Person, or dissolve; providedpermit any Restricted Subsidiary to issue any Equity Interests, except that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) any Restricted Subsidiary/Person may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10entity, (ii) any Subsidiary Restricted Subsidiary/Person may merge into another any Restricted Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary, or may divide into two or more new Restricted Subsidiaries; provided that a Domestic if such existing Restricted Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger is a Subsidiary Loan Party, each new Subsidiary shall also be a Subsidiary Loan Party shall be the surviving Person, immediately following such division (iii) a Foreign Subsidiary may merge into another Foreign Subsidiary, (iv) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (v) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to to, or issue Equity Interests to, the Borrower or to another Wholly Owned Subsidiary that is a Subsidiary Loan Party and Restricted Subsidiary, (viiv) any Restricted Subsidiary (other than a Subsidiary Loan Party) 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, (v) the Borrower or any Restricted Subsidiary may make any Investment permitted by Section 6.6, and (vi) the Borrower or any Restricted Subsidiary may make any Disposition permitted by Section 6.5; provided, provided that any such merger involving a Person that is not a wholly-owned Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.46.6.

Fundamental Changes. (a) The Neither Borrower will, nor will not, and will not it permit any Subsidiary of its Subsidiaries to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock Capital Stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, the Parent Borrower would be in compliance on a pro forma basis with the financial covenants set forth in Article VI and no Default or Event of Default shall have occurred and be continuing continuing, (i) the Parent Borrower or any Subsidiary may merge with a Person if the Parent Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person or if the surviving Person is a Domestic Subsidiary thereafter and complies with Section 5.10Person, (ii) any the Subsidiary Borrower may merge into with another Subsidiary; provided that a Domestic Person if the Subsidiary may not merge into a Foreign Subsidiary; and provided that if any party to such merger Borrower is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) a Foreign any Subsidiary may merge into another Foreign Subsidiarywith a wholly owned Subsidiary of the Parent Borrower, (iv) any Subsidiary may be converted into a limited liability company if it complies with (other than the provisions of Section 5.10, to the extent applicable, (vSubsidiary Borrower) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Parent Borrower or a wholly owned Subsidiary of the Parent Borrower, (v) any such merger, consolidation or disposition may be effected with respect to the Parent Borrower’s ownership interests in the Subsidiary Borrower in order to convert the Subsidiary Borrower to a Subsidiary Loan Party master limited partnership structure, and (vi) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if (x) the assets of such Subsidiary are transferred to the Parent Borrower or a wholly owned Subsidiary of the Parent Borrower, and (y) the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent 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 shall not be permitted unless the corresponding Investment (as defined in Section 7.4), if any, is also permitted by Section 7.4.