Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any WhollyGuarantor is merging, amalgamating or consolidating with another Subsidiary, the continuing or surviving Person shall be the Guarantor or shall become a Guarantor concurrently with such transaction and (y) when any wholly-Owned owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be the wholly-owned Subsidiary or shall become a Credit Partywholly-owned Subsidiary concurrently with such transaction; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is (i) a WhollyGuarantor, then the transferee must be only any of the Borrower, a Guarantor or another Subsidiary that becomes a Guarantor concurrently with such transaction and (ii) a wholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) any Subsidiary that is not a Loan Party may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the interest of the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04Subsidiaries; (d) any Investment permitted consolidation of the Borrower with or merger of the Borrower into any other Person or Persons (whether or not affiliated with the Borrower), or successive consolidations or mergers to which the Borrower or its successor or successors shall be a party or parties, provided, however, that, the Borrower hereby consents and agrees that, upon any such consolidation or merger, the due and punctual payment of the principal of and interest on all of the Loans and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Agreement and the Notes to be performed and observed by Section 6.06 may the Borrower, shall be structured expressly assumed in an agreement satisfactory in form and substance to the Administrative Agent and the Lenders, executed and delivered to the Administrative Agent by the Person formed by such consolidation or merger, provided, further, that the Person formed by such consolidation or merger shall be a Person organized and existing under the laws of the United States, any state thereof or the District of Columbia, and provided, further, that immediately before and after giving effect to any such transaction (and treating any Consolidated Funded Indebtedness or Sale and Leaseback Transaction which becomes an obligation of the resulting or surviving Person as a mergerresult of such transaction as having been incurred or entered into by such Person at the time of such transaction), no Default shall exist. Unless the conditions prescribed above in this Section 7.04(d) are satisfied, no such consolidation or amalgamationmerger shall be permitted; (e) the Borrower or any Subsidiary may dissolvemerge with any other Person in order to effect an Investment expressly permitted pursuant to Sections 7.02(e), liquidate or wind up its affairs if it owns no material assets, engages in no business (f) and otherwise has no activities other than activities related to the maintenance of its existence and good standing(g); and (f) with respect to any Subsidiary may Dispose Subsidiary, (i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwisewhich is to effect a Disposition expressly permitted pursuant to Section 7.05(c)(i), provided that such assets do not constitute all and (ii) Dispositions made in accordance with the terms of Section 7.05(c)(ii), or substantially all any of the consolidated assets of the Parent and its SubsidiariesSections 7.05(e), (f) or (g).

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or Person and (ii) any one or more other SubsidiariesSubsidiary; provided that (xA) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollywholly-Owned owned Subsidiary shall be the continuing or surviving Person and Person, (yB) when any Restricted Subsidiary that is a Credit Party is merging with another Subsidiary, then such other a Restricted Subsidiary shall be the continuing or surviving Person, (C) when any Guarantor is merging with another Subsidiary, the continuing or surviving Person shall be a Credit PartyGuarantor and (D) if as a result thereof, the Borrower owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger shall also constitute a Disposition subject to Section 7.05 (and must be permitted by any clause thereof other than Section 7.05(d) or Section 7.05(g)); (b) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(d) or Section 7.05(g)); (c) the Borrower or any Restricted Subsidiary may consummate any Permitted Acquisition or any other Investment permitted by Section 7.02(k) or (n); provided that (i) in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving Person; and (ii) in any such transaction involving a Guarantor, the continuing or surviving Person shall be a Guarantor (other than Holdings); and (d) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) (i) to the Parent Borrower or to another a Guarantor (other than Holdings); or (ii) if the transferor is not a Guarantor, to any other Restricted Subsidiary; provided in each case that (xA) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and owned Subsidiary, (yB) if the transferor in such a transaction is a Credit Partywholly-owned Restricted Subsidiary, then the transferee must either be the Borrower or a wholly-owned Restricted Subsidiary and (C) to the extent that the transferee is not the Borrower or a wholly-owned Restricted Subsidiary (based on the percentage of such transferee which is not owned directly or indirectly by the Borrower), the Disposition shall constitute a Disposition subject to Section 7.05 and shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted under this Section 7.04 so long as it is permitted by any clause of Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities 7.05 other than activities related to the maintenance of its existence and good standing; and (fSection 7.05(d) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwiseSection 7.05(g), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary (other than an Excluded Foreign Subsidiary); provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartySubsidiary; (c) the Parent Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;amalgamation (provided that the surviving Person of such merger, consolidation or amalgamation is not an Excluded Foreign Subsidiary); and (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another Subsidiary, a Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiarySubsidiary Guarantor, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor; (c) the Parent Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assetsat any time provided that (i) such dissolution, engages in no business liquidation or winding up, as applicable, would not reasonably be expected to have a Material Adverse Effect and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (fii) any property or assets owned by such Subsidiary may Dispose prior to dissolution are disposed of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthrough a Disposition permitted pursuant to Section 6.04.

Fundamental Changes. The Parent will Borrower shall not, and will not nor shall it permit any of its Subsidiaries Material Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge or consolidate with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) the Borrower or any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) (i) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is the Borrower or a Wholly-Owned Subsidiary, then the transferee shall must either be the Parent Borrower or another a Wholly-Owned Subsidiary and Subsidiary, or (yii) if the transferor in such pursuant to a transaction is a Credit Party, then the transferee shall be a Credit PartyDisposition permitted under Section 7.05; (c) the Parent Borrower may merge or consolidate with any Person so long as (i) the Borrower is the surviving Person or (ii) (A) the surviving Person expressly assumes by a duly executed amendment to this Agreement all of the Borrower’s obligations hereunder and its Subsidiaries may make Dispositions permitted under the other Loan Documents, in a manner satisfactory to the Administrative Agent and the Lenders and (B) such transfer of the Borrower’s rights and obligations hereunder is approved by the Administrative Agent and each Lender in accordance with the terms of Section 6.04;10.06(a); and (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate merge or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to consolidate with any Person so long as such Subsidiary is the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariessurviving Person.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose (other than as permitted pursuant to Section 7.05) of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than (x) as otherwise permitted pursuant to Sections 7.02 and 7.05 and (y) in connection with a Permitted Acquisition), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary Person, and, provided further that is if a Credit Party Guarantor is merging with another Subsidiary, then such other Subsidiary the Guarantor shall be a Credit Partythe surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary (or to the direct or indirect holder of such Subsidiary’s Equity Interests); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) owned Subsidiary, and, provided further that if the transferor in of such a transaction assets is a Credit PartyGuarantor, then the transferee shall must either be Borrower or a Credit PartyGuarantor; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04;[intentionally omitted]; and (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation Loan Party or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary thereof may Dispose of all or substantially all of the assets of any one or more of its assets Subsidiaries (upon voluntary liquidation or otherwise), ; provided that (i) the assets subject to such assets do not constitute all or substantially all Disposition are less than 5% percent of the consolidated total assets of the Parent Borrower and its SubsidiariesSubsidiaries on a consolidated basis and (ii) the EBITDA of such Subsidiary is less than 5% percent of the EBITDA of Borrower and its Subsidiaries on a consolidated basis.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as both immediately before and immediately after giving effect to any such transaction, no Default exists shall be continuing or would shall result therefrom:‌therefrom: (a) any Subsidiary of the Borrower (other than Finsub) may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; Subsidiaries of the Borrower, provided that (x) when any Wholly-Owned Subsidiary of the Borrower, is merging with another SubsidiarySubsidiary of the Borrower, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary of the Borrower (other than Finsub) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another SubsidiarySubsidiary of the Borrower (other than Finsub); provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall must either be the Parent Borrower or another a Wholly-Owned Subsidiary and (y) if of the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party;Borrower; and (c) the Parent and its Subsidiaries Borrower may make Dispositions permitted by Section 6.04; (d) merge with any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)Person, provided that (i) the Borrower shall be the continuing or surviving Person, and (ii) such assets do Person was organized under the Laws of the United States of America or one of its states. For the avoidance of doubt, any Disposition made in connection with a Permitted Receivables Transaction shall not constitute all or substantially all a breach of the consolidated assets of the Parent and its Subsidiariesthis Section 7.04.

Fundamental Changes. (i) The Parent will not, and will Borrower shall not permit any of its Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or, subject to Section 11.3(b), all or any of the stock of any Material Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve. (ii) The Borrower shall not permit any Material Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in favor a series of transactions) all or substantially all of its assets, or all or any of the stock of any Personother Material Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto, no Default exists or would result therefrom:‌ shall have occurred and be continuing, (aA) any Material Subsidiary may merge amalgamate with (i) the Borrower; provided that the Borrower shall be any other Material Subsidiary or with any Subsidiary if the continuing or surviving Personcorporation will become a Material Subsidiary as a result of such amalgamation, or (iiB) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Material Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to another Material Subsidiary or to any Subsidiary which will become a Material Subsidiary as a result of such transaction and (upon voluntary C) any Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise) dissolution is not materially disadvantageous to the Parent or Borrower and the Lenders. (iii) The Borrower shall not, and shall not permit any Material Subsidiary to, engage to another Subsidiary; provided any material extent in any material business that is materially different from businesses of the type conducted (x) if by the transferor in such a transaction is a Wholly-Owned Subsidiary, then Borrower and its Material Subsidiaries on the transferee shall either be the Parent date of execution of this Agreement or another Wholly-Owned Subsidiary and (y) if in respect of any entity that becomes a Material Subsidiary after the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all date of the consolidated assets execution of this Agreement, by such Material Subsidiary on the last day of the Parent Fiscal Quarter immediately preceding the date on which such entity becomes a Material Subsidiary, and its Subsidiariesbusinesses reasonably related or incidental thereto.

Fundamental Changes. The Parent will notEnter into any merger, and will not permit any of its Subsidiaries toconsolidation or amalgamation, merge, dissolve, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary of the Borrower may merge be merged or consolidated with or into the Borrower (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, corporation) or with or into any Wholly Owned Subsidiary (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-the Wholly Owned Subsidiary shall be the continuing or surviving Person and (y) when corporation); provided that any such merger or consolidation of a Subsidiary that is a Credit Party is merging Guarantor shall only be with or into the Borrower or another Subsidiary, then such other Subsidiary shall be a Credit PartyGuarantor; (b) any Subsidiary of the Borrower may Dispose of all any or substantially all of its assets (i) to the Borrower or any Wholly Owned Subsidiary (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary); provided that (x) if any such Disposition by a Subsidiary Guarantor shall only be to the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and Guarantor or (yii) if the transferor in such pursuant to a transaction is a Credit Party, then the transferee shall be a Credit PartyDisposition permitted by Section 7.5; (c) the Parent and its Subsidiaries may make Dispositions any Investment expressly permitted by Section 6.04; (d) any Investment permitted by Section 6.06 7.7 may be structured as a merger, consolidation or amalgamation; (ed) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if it owns no material assetsat the time of such dissolution, engages in no business and otherwise has no activities other liquidation or winding up, the value of the assets of such Subsidiary is less than activities related to the maintenance of its existence and good standing$100,000 or such Subsidiary is dormant; and (fe) the Borrower may consolidate with or merge with or into any Person, if: (i) the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party by executing and delivering to the Administrative Agent a joinder hereto and thereto or one or more other documents or instruments, in each case, in a form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default will have occurred and be continuing or would result therefrom; (iii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction), the Successor Company shall be in compliance with the financial covenant set forth in Section 7.1 as of the end of the most recent four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.1; (iv) each Guarantor (other than (x) any Subsidiary may Dispose of all Guarantor that will be released from its obligations under the Guarantee and Collateral Agreement in connection with such transaction and (y) any party to any such consolidation or substantially all of merger) shall have delivered a joinder or one or more other documents or instruments confirming its assets obligation under the Guarantee and Collateral Agreement and its obligations under the other Loan Documents; (upon voluntary liquidation v) Parent shall have delivered a joinder or otherwiseone or more other documents or instruments confirming its obligation under the Parent Guarantee; and (vi) the Borrower shall have delivered to the Administrative Agent (A) a certificate signed by a Responsible Officer each to the effect that such consolidation or merger and such joinders or other documents or instruments relating to this Agreement or any other Loan Document complies with the provisions described in this Section 7.4(e), (B) a legal opinion of counsel to the Successor Company and its Subsidiaries covering substantially the same matters set forth in Exhibit E hereto and (C) all documentation and information as is reasonably requested in writing by the Lenders at least three days prior to the anticipated effective date of such consolidation or merger required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. ; provided that such assets do not constitute all or substantially all if the foregoing provisions of this clause (e) are satisfied, the consolidated assets of Successor Company will succeed to, and be substituted for, the Parent and its SubsidiariesBorrower under this Agreement.

Fundamental Changes. The Neither Parent will not, and will not permit nor any of its Restricted Subsidiaries to, shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Restricted Subsidiary may merge or consolidate with (i) Parent or a Borrower (including a merger, the Borrowerpurpose of which is to reorganize such Borrower into a new jurisdiction); provided provided, that the Parent or such Borrower shall be the continuing or surviving Person, ; or (ii) any one or more other Restricted Subsidiaries; provided provided, that (x) when any Wholly-Owned Subsidiary Person that is a Loan Party is merging with another Subsidiarya Restricted Subsidiary under this clause (a)(ii), a Wholly-Owned Subsidiary Loan Party shall be the continuing or surviving Person and Person; (yi) when any Subsidiary that is not a Credit Loan Party is merging may merge or consolidate with another Subsidiary, then such or into any other Subsidiary shall be that is not a Credit Loan Party; and (ii) any Subsidiary may liquidate or dissolve into its parent if Parent determines in good faith that such action is in the best interest of Parent and its Subsidiaries as a whole and is not materially disadvantageous to the Lenders; (bc) Parent or any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another any Restricted Subsidiary; provided provided, that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryBorrower or a Guarantor, then the transferee must be Parent, a Borrower or a Guarantor and; provided, further, that at least one Borrower shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in remain after such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04;transaction; and (d) so long as no Default exists or would result therefrom, Parent or a Borrower may merge or consolidate with any Investment permitted other Person; provided, that (i) Parent or such Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by Section 6.06 may or surviving any such merger or consolidation (any such Person, the “Successor Company”) is not Parent or such Borrower, (A) the Successor Company shall be structured an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Borrower 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) in the case of a Successor Company for a Borrower, each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee and its pledges and other obligations under the Collateral Documents shall apply to the Successor Company’s obligations under the Loan Documents, including, to the extent reasonably requested by the Administrative Agent, by executing amendments or supplements to the Security Agreement, any Mortgage and any other Collateral Documents, and (D) Parent shall have delivered to the Administrative Agent (i) an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and (ii) such other certificates and other documentation as a mergerreasonably requested by the Administrative Agent; provided, consolidation or amalgamationfurther, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the applicable Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, a Guarantor may merge or consolidate with any other Person; provided, that (i) such Guarantor shall be the continuing or surviving corporation or (ii) if the Successor Company is not such Guarantor, (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Guarantor under this Agreement and the other Loan Documents to which such Guarantor is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (C) such Guarantor shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, such Guarantor under this Agreement; (f) so long as no Default exists or would result therefrom, Parent, a Borrower or any Restricted Subsidiary may dissolve, liquidate merge or wind up its affairs if it owns no material assets, engages consolidate with any other Person in no business and otherwise has no activities other than activities related order to the maintenance of its existence and good standingeffect an Investment permitted pursuant to Section 7.05; and (fg) so long as no Default exists or would result therefrom, Parent or any Restricted Subsidiary may Dispose consummate a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiarieswhich is to effect a Disposition permitted pursuant to Section 7.04.

Fundamental Changes. The Parent will not(i) without at least 15 days prior written notice thereof to Agent, and will not permit any change its legal name; change its tax, charter or other organizational identification number; change its form or jurisdiction of organization or change the location of its Subsidiaries toregistered office (with respect to a Canadian Obligor) or chief executive office; (ii) liquidate, wind up its affairs or dissolve itself; (ii) or merge, dissolveamalgamate, liquidate, combine or consolidate with or into another any Person, or Dispose of (whether in one a single transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌for: (a) any mergers, amalgamations or consolidations of a Subsidiary may merge with (i) the Borrower; Parent, provided that Parent shall be the continuing or surviving Person; (ii) a Borrower (other than Parent), provided that a Borrower shall be the continuing or surviving Person, ; or (iiiii) a Guarantor (for any such transaction not involving any Borrower), provided that a Guarantor shall be the continuing or surviving Person ; (b) subject to clause (a) above, mergers, amalgamations or consolidations of a Subsidiary with any one or more other Subsidiaries; provided provided, that (x) when any Wholly-Owned Subsidiary Obligor is merging or amalgamating with another Subsidiary, a Wholly-Owned Subsidiary such Obligor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyPerson; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04Permitted Acquisitions; (d) in connection with any Investment permitted by Section 6.06 Permitted Acquisition, any Subsidiary of Parent may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that (i) the Person surviving such merger or continuing thereafter shall be structured as Parent or a mergerSubsidiary of Parent and (ii) in the case of any such merger or amalgamation to which any Obligor is a party, consolidation such Obligor is the surviving or amalgamation;continuing Person; and (e) any Subsidiary Obligor that is not a Borrower may dissolve, liquidate or wind up its affairs at any time if it owns no material assetsParent determines in good faith that such dissolution, engages in no business and otherwise has no activities other than activities related liquidation or winding up is not materially disadvantageous to the maintenance of its existence Lenders and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated material assets of the Parent and its Subsidiariessuch Obligor are contributed to another Obligor.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Wholly- Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. (a) The Parent Borrowers will not, and will not permit any of its their Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any of their 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) any Borrower or any Subsidiary may merge with a Person if such Borrower (or such Subsidiary if no Borrower is a party to such merger) is the surviving Person, except that, so long as no Default exists or would result therefrom:‌ (aii) any Subsidiary may merge with (i) the Borrower; into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Borrower Subsidiary Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (biii) any Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Borrower or to a Subsidiary Loan Party, and (upon voluntary iv) any Subsidiary (other than a Borrower) may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or otherwise) dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Parent or Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee merger shall either not be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted unless also permitted by Section 6.04;7.4. (db) The Borrowers will not, and will not permit any Investment permitted by Section 6.06 may be structured as a mergerof their Subsidiaries to, consolidation or amalgamation; (e) engage in any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all businesses of the consolidated assets of type conducted by the Parent Borrowers and its Subsidiariestheir Subsidiaries on the date hereof and businesses reasonably related, ancillary or complementary thereto (including related, complementary, synergistic or ancillary technologies in which the Borrowers are currently engaged).

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, Merge or consolidate with or into another Personinto, or convey, transfer, lease or otherwise Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom: (a) any Person may merge into the Borrower, provided, that the Borrower is the surviving entity and the requirements set forth in Section 7.02 are satisfied; (b) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person Person, and (y) provided further that when any Subsidiary that is a Credit Party Guarantor is merging with another Subsidiary, then such other Subsidiary a Guarantor shall be a Credit Partythe continuing or surviving Person; (bc) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (xi) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either must also be the Parent Borrower or another a Wholly-Owned Subsidiary and provided further that (yii) if the transferor in such a transaction is a Credit PartyGuarantor, then the transferee shall must be the Borrower or a Credit PartyGuarantor; (cd) any Person (other than the Borrower or a Subsidiary of the Borrower) may merge into any Subsidiary provided that such Subsidiary is the surviving entity and the requirements set forth in Section 7.02 are satisfied; and (e) the Parent Borrower and its Subsidiaries each Subsidiary may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries7.07.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04‎6.04; (d) any Investment permitted by Section 6.06 ‎6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will Company shall not, and will not nor shall it permit any of its Subsidiaries Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactionstransactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom and the Company is in compliance, on a pro forma basis, with the provisions of Section 10.1(b) and Section 10.1(c): (a) (i) any Person may merge into an Obligor in a transaction in which such Obligor is the surviving Person (provided that the Company must be the survivor of any merger involving the Company), subject to the requirements of Section 9.13, (ii) any Person (other than an Obligor unless such Obligor is the surviving Person of such merger) may merge with or into a Subsidiary (other than an Obligor), (iii) any Obligor or any Subsidiary may sell, lease, transfer or otherwise Dispose of its assets to another Obligor or another Subsidiary, subject to the requirements of Section 9.13, which in the event of a consummation of a Division shall apply to all Division Successors, (iv) any Subsidiary (other than an Obligor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company, and (v) an Obligor or any Subsidiary may sell, transfer or otherwise Dispose of Equity Interests of a Subsidiary (other than an Obligor); (b) in connection with any acquisition permitted under Section 10.7, any Subsidiary of the Company may merge into or consolidate with (i) the Borrowerany other Person or permit any other Person to merge into or consolidate with it; provided that the Borrower Person surviving such merger shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary of the Company and shall be comply with the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Partyrequirements of Section 9.13; (bc) any Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, pursuant to a Division or otherwise) to the Parent Company or to another SubsidiarySubsidiary of the Company; provided that (x) if the transferor in such a transaction is a Wholly-Owned an Unencumbered Property Subsidiary, then the transferee shall either must be an Unencumbered Property Subsidiary, and provided, further, that if any Subsidiary consummates a Division, the Parent or another Wholly-Owned Subsidiary and (y) if Company must comply with the transferor obligations set forth in such a transaction is a Credit Party, then the transferee shall be a Credit Party;Section 9.13 with respect to each Division Successor; and (cd) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; 10.5(d) shall be permitted under this Section 10.4. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to (di) any Investment permitted by Section 6.06 may be structured as a mergermerge, consolidation dissolve or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if consolidate with or into any other Person unless after giving effect thereto the Company is the sole surviving Person of such transaction and no Change in Control results therefrom, (ii) consummate a Division or (iii) engage in any transaction pursuant to which it owns no material assets, engages is reorganized or reincorporated in no business and otherwise has no activities any jurisdiction other than activities related to a State of the maintenance United States of its existence and good standing; and (f) any Subsidiary may Dispose America or the District of all Columbia. No such conveyance, transfer or substantially all lease of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.4 from its Subsidiariesliability under this Agreement or the Notes.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, Merge or consolidate with or into another Personinto, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom: (a) any Person may merge into the Borrower provided that the Borrower is the surviving entity and the requirements set forth in the definition of Permitted Acquisition (other than clause (a)) with respect to Investments are satisfied; (b) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyPerson; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Borrower or to another Subsidiary; provided that if the seller in such a transaction is a Wholly-Owned Subsidiary, then the purchaser must also be the Borrower or a Wholly-Owned Subsidiary; (d) any Person (other than the Borrower or a Subsidiary of the Borrower) may merge into any Subsidiary provided that such assets do not constitute all or substantially all Subsidiary is the surviving entity and the requirements set forth in the definition of Permitted Acquisition with respect to Investments are satisfied; and (e) the consolidated assets of the Parent Borrower and its Subsidiarieseach Subsidiary may make Dispositions permitted by Section 7.07.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions, including by way of an LLC Division) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (ai) any Subsidiary may merge merge, dissolve, liquidate or consolidate with or into (iA) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (iiB) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (bii) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (eiii) any Subsidiary may dissolve, merge with any Person (other than the Borrower or a Subsidiary) in a transaction permitted by Section 8.2(b)(iv); provided that (A) the Subsidiary shall be the continuing or surviving Person and (B) immediately before and after such merger there shall not exist any Potential Default or Event of Default; (iv) the Borrower and any Subsidiary may liquidate or wind up its affairs if it owns no material assets, engages dissolve (A) Immaterial Subsidiaries and (B) Persons whose assets are sold in no business and otherwise has no activities a Disposition permitted by Section 8.2(d); (v) the Borrower may merge with any Person (other than activities related to a Subsidiary) in a transaction permitted by Section 8.2(b)(iv); provided that (A) the maintenance Borrower shall be the continuing or surviving Person and (B) immediately before and after such merger there shall not exist any Potential Default or Event of its existence and good standingDefault; and (fvi) the Borrower and any Subsidiary may Dispose make dispositions of all or substantially all of its the assets (upon voluntary liquidation or otherwise), provided of a Subsidiary that such assets do not constitute all or substantially all of the consolidated assets of the Parent Borrower and its SubsidiariesSubsidiaries taken as a whole in a transaction permitted by Section 8.2(d).

Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with any other Person, or permit any other Person to merge into another Personor consolidate with it, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with shall have occurred and be continuing (i) the Borrower; provided that any Person may merge into the Borrower shall be in a transaction in which the continuing or Borrower is the surviving Personcorporation, or (ii) any one Person may merge or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging consolidate with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when into any Subsidiary that in a transaction in which the surviving entity is a Credit Party Subsidiary or which is merging with another Subsidiarypermitted as a Disposition under Section 6.04, then such other Subsidiary shall be a Credit Party; (biii) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation and the Borrower or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all any stock of any of its assets Subsidiaries to the Borrower or to another Subsidiary or in a transaction which is permitted as a Disposition under Section 6.04 and (upon voluntary iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise), provided that such assets do not constitute all or substantially all dissolution is in the best interests of the consolidated assets Borrower and is not materially disadvantageous to the Lenders; PROVIDED that any such merger which is in the nature of a sale of a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) The Borrower will not, and will not permit any of its Subsidiaries to, change its line of business from the Parent lines of business conducted by the Borrower and its SubsidiariesSubsidiaries on the date of execution of this Agreement (other than businesses incidental or related thereto).

Fundamental Changes. The (a) Parent will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, merge, dissolve, liquidate, merge into or consolidate or amalgamate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in a series of transactions) all consolidate or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personamalgamate with it, except that, so long as if at the time thereof and immediately after giving effect thereto no Default exists or would result therefrom:‌ (a) Event of Default shall have occurred and be continuing, any Subsidiary Person may merge merge, consolidate or amalgamate with (i) the Borrower; provided that the Borrower shall be the continuing any Obligor or surviving Person, Restricted Subsidiary or (ii) any one non-Affiliate to facilitate any acquisition or more other SubsidiariesDisposition otherwise permitted by the Loan Documents; provided that, in the case of each of clauses (i) and (ii), other than in the case of facilitating a Disposition otherwise permitted by the Loan Documents, if such merger, consolidation or amalgamation involves the Parent, a Borrower or an Obligor, then the Parent, a Borrower or an Obligor, as applicable, shall be the surviving or continuing Person; provided further that, in each case, any such merger, consolidation or amalgamation involving a Person that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, not a Wholly-Owned Subsidiary immediately prior to such merger, consolidation or amalgamation shall not be the continuing or surviving Person and (y) when any Subsidiary that permitted unless it is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions also permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as 8.06 and, in the case of a Person that is an Unrestricted Subsidiary immediately prior to such merger, consolidation or amalgamation;, Section 7.09. (eb) Notwithstanding the foregoing provisions, this Section 8.02 shall not prohibit any Redomestication; provided that (i) in the case of a Redomestication of Parent of the type described in clause (a) of the definition thereof, the Surviving Person shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such Surviving Person shall become a party to this Agreement and the Affiliate Guaranty and assume all rights and obligations of Parent hereunder and thereunder, and (B) deliver to the Administrative Agent one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent, and (ii) in the case of a Redomestication of Parent of the type described in clause (b) of the definition thereof in which the Person formed pursuant to such Redomestication is a different legal entity than Parent, the Person formed pursuant to such Redomestication shall (A) execute and deliver to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, whereby such Person shall become a party to this Agreement and the Affiliate Guaranty and assume all rights and obligations of such Obligor hereunder and thereunder, and (B) deliver to the Administrative Agent one or more opinions of counsel in form, scope and substance reasonably satisfactory to the Administrative Agent and (iii) the Administrative Agent shall have completed (A) Patriot Act searches, OFAC/PEP searches and customary individual background checks for each applicable Person and (B) customary certificates regarding beneficial ownership or control in connection with applicable “beneficial ownership” rules and regulations in respect of the Obligors, in each case, the results of which shall be satisfactory to the Administrative Agent. (c) Parent shall not, and shall not permit any Restricted Subsidiary may dissolveto, wind up, 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) any Restricted Subsidiary that is not an Obligor may wind up up, liquidate or dissolve if Parent determines in good faith that such winding up, liquidation or dissolution is in the best interests of Parent and its affairs if it owns no material assets, engages in no business other Restricted Subsidiaries and otherwise has no activities is not materially disadvantageous to the Lenders and (ii) any Obligor (other than activities related to Parent or Borrowers) may wind up, liquidate or dissolve if (A) the maintenance owner of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets Capital Stock of such Person immediately prior to such event shall be a Wholly-Owned Subsidiary of Parent, that is organized in a Specified Jurisdiction and (B) if such owner is not then an Obligor, such owner shall execute and deliver to the Administrative Agent (1) a guaranty of the Parent Obligations in form and its Subsidiariessubstance reasonably satisfactory to the Administrative Agent, (2) an opinion, reasonably satisfactory in form, scope and substance to the Administrative Agent, of counsel reasonably satisfactory to the Administrative Agent, addressing such matters in connection with such event as the Administrative Agent or any Lender may reasonably request, (3) the Collateral Documents (or such similar Collateral Documents as are necessary in the reasonable discretion of the Administrative Agent for such Person to comply with Section 7.08(d)) and (4) such other documentation as the Administrative Agent may reasonably request.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) the Borrower may merge or consolidate with any Person, provided that the Borrower shall be the continuing or surviving Person and such transaction would otherwise be permitted by Section 7.04; (b) any Restricted Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or ; (iic) any Restricted Subsidiary of the Borrower may merge with any one or more Restricted Subsidiaries of the Borrower; (d) any Restricted Subsidiary may merge with any other Subsidiaries; Person, provided that (x) when any Wholly-Owned that, if such Restricted Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be not the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in assets of such a transaction is a Wholly-Owned SubsidiaryRestricted Subsidiary consist of Timberlands, then the transferee shall either such Disposition would otherwise be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation7.03; (e) any Restricted Subsidiary may dissolvemerge with any other Person, liquidate provided that, if such Restricted Subsidiary is the continuing or wind up its affairs if it owns no material assetssurviving Person, engages in no business and such transaction is otherwise has no activities other than activities related to the maintenance of its existence and good standingpermitted by Section 7.04; and (f) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that that, if such assets do not constitute all or substantially all consist of the consolidated assets of the Parent and its SubsidiariesTimberlands, such Disposition would otherwise be permitted by Section 7.03.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) the Borrower may merge or consolidate with any Person, provided that the Borrower shall be the continuing or surviving Person and such transaction would otherwise be permitted by Section 3.04 of this Appendix A; (b) any Restricted Subsidiary may merge with (i) or dissolve or liquidate into the Borrower; , provided that the Borrower shall be the continuing or surviving Person, ; (c) any Restricted Subsidiary of the Borrower may merge with or (ii) dissolve or liquidate into any one or more Restricted Subsidiaries of the Borrower; (d) any Restricted Subsidiary may merge with any other Subsidiaries; Person, provided that (x) when any Wholly-Owned that, if such Restricted Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be not the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in assets of such a transaction is a Wholly-Owned SubsidiaryRestricted Subsidiary consist of Timberlands, then the transferee shall either such Disposition would otherwise be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation3.03 of this Appendix A; (e) any Restricted Subsidiary may dissolvemerge with any other Person, liquidate provided that, if such Restricted Subsidiary is the continuing or wind up its affairs if it owns no material assetssurviving Person, engages in no business and such transaction is otherwise has no activities other than activities related to the maintenance permitted by Section 3.04 of its existence and good standingthis Appendix A; and (f) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that that, if such assets do not constitute all or substantially all consist of the consolidated assets Timberlands, such Disposition would otherwise be permitted by Section 3.03 of the Parent and its Subsidiaries.this Appendix A.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or divide into two or more Persons pursuant to a plan of division, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Restricted Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, Person or (ii) the Parent or any one or more other Restricted Subsidiaries; provided that (x) when any Whollywholly-Owned owned Restricted Subsidiary is merging with the Parent or another Restricted Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) shall be the Parent or a wholly-owned Restricted Subsidiary; provided, further, that when any Subsidiary that is a Credit Loan Party is merging with another Subsidiarya Restricted Subsidiary that is not a Loan Party, then such other Subsidiary the continuing or surviving Person shall be a Credit Loan Party; (b) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another SubsidiaryRestricted Subsidiary (and thereafter dissolve, liquidate or wind-up its affairs); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Restricted Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) owned Restricted Subsidiary; provided, further, that if the transferor in such a transaction is a Credit Loan Party, then the transferee shall must either be a Credit the Borrower or another Loan Party; (c) the Parent and its Subsidiaries may make Dispositions any Disposition of a Restricted Subsidiary expressly permitted by Section 6.047.05 may be structured as a merger, consolidation or amalgamation to which such Restricted Subsidiary is a party and as a result of which such Restricted Subsidiary ceases to be a Restricted Subsidiary; (d) any Investment expressly permitted by Section 6.06 7.02 may be structured as a merger, consolidation or amalgamation; provided that if the Parent or the Borrower is a party thereto, the Parent or the Borrower (as applicable) shall be the continuing or surviving Person; provided, further, that the continuing or surviving Person shall be the Borrower or a Guarantor to the extent required by Section 6.12; (e) any existing wholly-owned Restricted Subsidiary may dissolvedivide into two or more new wholly-owned Restricted Subsidiaries; provided that if such existing Restricted Subsidiary is a Loan Party, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standingeach new Restricted Subsidiary shall also be an Loan Party immediately following such division; and (f) the Parent may merge with a wholly-owned Subsidiary of the Public Parent or any Subsidiary may Dispose Intermediate Parent, change its name, or convert its type of all or substantially all of its assets (upon voluntary liquidation or otherwise), organization in connection with tax planning activities; provided that the continuing or surviving Person of such assets do not constitute all or substantially all merger is a direct wholly-owned Subsidiary of the consolidated assets of the Public Parent and its Subsidiariesor any Intermediate Parent.

Fundamental Changes. The Parent Loan Parties will not, and will not permit any of its their respective Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartySubsidiary; (c) the Parent Borrower and its Subsidiaries may make Dispositions expressly permitted by Section 6.04; (d) any Investment expressly permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) transactions entered into pursuant to any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its SubsidiariesSecuritization Financing.

Fundamental Changes. (a) Except as permitted in Section 7.6, 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, however, 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, (ii) any Subsidiary may merge into another Subsidiary; provided, however, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party and (iv) any Subsidiary may liquidate or dissolve into a Subsidiary Loan Party or into the Borrower 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, however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4. (b) The Parent Borrower will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose engage in any business other than businesses of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that type conducted by the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business on the date hereof and otherwise has no activities other than activities businesses reasonably related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthereto.

Fundamental Changes. The Parent will not, Borrower shall not and will shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly: merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its assets Subsidiaries taken as a whole (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary the Guarantor is merging with another Subsidiary, a Wholly-Owned Subsidiary the Guarantor shall be the continuing or surviving Person and (y) when any wholly-owned Subsidiary that is a Credit Party is merging with another Subsidiary, then such other the wholly-owned Subsidiary shall be a Credit Party;the continuing or surviving Person; and (b) any Subsidiary other than the Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or a wholly-owned Subsidiary; and (c) the Borrower or any Subsidiary may consolidate or merge with another Wholly-Owned corporation or entity, and a Person may consolidate with or merge into the Borrower or any Subsidiary, provided that (x) if the merger involves a Subsidiary but does not involve the Borrower or the Guarantor, a Subsidiary shall be the surviving entity, and (y) if the transferor in such a transaction is a Credit Partymerger involves the Borrower, then the transferee Borrower shall be a Credit Party; the ultimate surviving entity and if the merger involves the Guarantor, the Guarantor shall be the surviving entity, and (cz) in each such case (i) the Parent surviving entity shall be after the merger a solvent entity and its Subsidiaries may make Dispositions permitted existing under the laws of the United States of America, any State thereof or the District of Columbia, (ii) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Borrower or a Subsidiary as a result of such transaction as having been incurred by the Borrower or such Subsidiary at the time of such transaction, no Default shall have happened and be continuing, and (iii) if the merger or consolidation involves the Borrower or the Guarantor, the Borrower has delivered to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower and an opinion of counsel, each stating that such consolidation or merger complies with this Section 6.04;7.04; and (d) any Investment Subsidiary (other than the Guarantor) may dissolve in connection with any Disposition otherwise permitted by this Section 6.06 may 7.04. provided, however, that nothing contained in this Section 7.04 shall be structured as a or be deemed to permit any merger, dissolution, liquidation, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages Disposition which would result in no business and otherwise has no activities other than activities related to the maintenance a Change of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its SubsidiariesControl.

Fundamental Changes. (a) The Parent Borrower shall not, nor shall it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or wind up, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person (other than the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party, (iii) any Asset Sale permitted under Section 6.04 may be structured as a merger or consolidation and (iv) any Subsidiary may wind up, liquidate or dissolve if (A) the Borrower determines in good faith that such winding up, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (B) with respect to any winding up, liquidation or dissolution of a Subsidiary Loan Party, all proceeds and distributions resulting from such winding up, liquidation or dissolution shall be made to other Subsidiary Loan Parties, provided that any such merger involving a Person that is not a Wholly Owned Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Sections 6.02, 6.04, 6.08 and 6.14, as applicable. (b) The Borrower will not, and will cause the Subsidiaries not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether engage in one transaction or in a series of transactions) all or substantially all of its assets (whether any business other than the business now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that being conducted by the Borrower shall be and the continuing Subsidiaries and other businesses directly related or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then complementary to such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesbusiness.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into into, another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the a Borrower; , provided that the a Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary Person, and, provided further that is if a Credit Party Guarantor is merging with another Subsidiary, then such other Subsidiary the Guarantor shall be a Credit Partythe continuing or surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to a Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must also be a wholly-owned Subsidiary, and, provided further that if the transferor of such assets do is a Guarantor, the transferee thereof must either be a Borrower or a Guarantor; and (c) a Borrower may acquire another Person or merge or consolidate with or into, another Person, provided (i) Borrower is the surviving entity, (ii) the net cost to Borrower (including cash and non-cash consideration in connection with any such acquisition) does not constitute exceed Ten Million Dollars ($10,000,000) in a single transaction and the aggregate of such transactions in any fiscal year does not exceed Twenty Five Million Dollars ($25,000,000), (iii) Borrower shall have furnished financial projections in form and content reasonably acceptable to Agent which give effect to such acquisition and which project that such acquisition would not cause a Default or Event of Default, (iv) all legal matters incident to the acquisition shall be acceptable to Agent in its reasonable discretion, and (v) Agent shall have been given no less than thirty (30) days prior written notice of any proposed acquisition and shall have been provided with all information which it may have reasonably requested in connection with such proposed acquisition. In addition to the foregoing, for any acquisition which would have a net cost to Borrower (including cash and non-cash consideration in connection with any such acquisition) exceeding Five Million Dollars ($5,000,000) in a single transaction, Borrower shall have furnished financial projections in form and content reasonably acceptable to Agent which give effect to such acquisition and which project that such acquisition would not cause a Default or substantially Event of Default and Agent shall have been given no less than thirty (30) days prior written notice of any proposed acquisition and shall have been provided with all of the consolidated assets of the Parent and its Subsidiariesinformation which it may have reasonably requested in connection with such proposed acquisition.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Restricted Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, Person or (ii) any one or more other Restricted Subsidiaries; provided that (x) when any Whollywholly-Owned owned Restricted Subsidiary is merging with another Restricted Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) shall be a wholly-owned Restricted Subsidiary; provided, further, that when any Subsidiary that is a Credit Party Guarantor is merging with another Restricted Subsidiary, then such other Subsidiary the continuing or surviving Person shall be a Credit PartyGuarantor; (b) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another SubsidiaryRestricted Subsidiary (and thereafter dissolve, liquidate or wind-up its affairs); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Restricted Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) owned Restricted Subsidiary; provided, further, that if the transferor in such a transaction is a Credit PartyGuarantor, then the transferee shall must either be the Borrower or a Credit PartyGuarantor; (c) the Parent and its Subsidiaries may make Dispositions any Disposition of a Restricted Subsidiary expressly permitted by Section 6.04;7.05 may be structured as a merger, consolidation or amalgamation to which such Restricted Subsidiary is a party and as a result of which such Restricted Subsidiary ceases to be a Restricted Subsidiary; and (d) any Investment expressly permitted by Section 6.06 7.02 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve; provided that if the Borrower is a party thereto, liquidate the Borrower shall be the continuing or wind up its affairs if it owns no material assetssurviving Person; provided, engages in no business and otherwise has no activities other than activities related further, that the continuing or surviving Person shall be the Borrower or a Guarantor to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesextent required by Section 6.12.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Restricted Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary the Borrower shall be the continuing or surviving Person and (y) when such merger does not result in the Borrower ceasing to be incorporated under the Laws of the United States, any Subsidiary that is a Credit Party is merging with another Subsidiarystate thereof or the District of Columbia, then such or (ii) any one or more other Subsidiary shall be a Credit PartyRestricted Subsidiaries; (b) any Restricted Subsidiary may liquidate or dissolve or change its legal form (provided that (A) such transaction shall not reduce the Borrower’s direct or indirect share of the aggregate ordinary voting power and aggregate equity value in such Restricted Subsidiary, (B) the Borrower or Restricted Subsidiary shall comply with its obligations under Sections 6.11 and 6.13 in connection with such transaction and (C) such transaction shall have been undertaken for a valid purpose (which includes the reduction of taxes for direct or indirect owners of Equity Interests in the Borrower) and shall not be disadvantageous to the Lenders in any manner); (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Restricted Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted by pursuant to Section 6.06 may 7.02; provided that the continuing or surviving Person shall be structured as a mergerRestricted Subsidiary, consolidation or amalgamationwhich together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11; (e) any Subsidiary the Borrower and the Restricted Subsidiaries may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to consummate the maintenance of its existence and good standingRestructuring Transactions; and (f) any Subsidiary may Dispose so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all which is to effect a Disposition permitted pursuant to Section 7.05; provided that in the case of its assets clauses (upon voluntary liquidation or otherwisea), provided that such assets do not constitute all or substantially all (b) and (c) above, (x) the security interest of the consolidated assets Administrative Agent in the property of such person formed by such merger or consolidation (or such Person resulting from such change in corporate form) shall be no less favorable than the security interest of the Parent Administrative Agent in the property of the Borrower or Subsidiary prior to such merger or consolidation (or change in corporate form) and its Subsidiaries(y) except in the case of clause (a)(i) above, the Guarantee by such person formed by such merger or consolidation (or such Person resulting from such change in corporate form) of the Obligations shall be no less favorable to the Lenders than the Guarantees of the Obligations of the Subsidiary prior to such merger or consolidation (or change in corporate form), in each case, as reasonably determined by the Administrative Agent.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another SubsidiarySubsidiary that is not also a Guarantor, a Wholly-Owned Subsidiary the Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor; (c) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Parent Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be (other than with respect to directors’ qualifying shares of Foreign Subsidiaries held pursuant to a requirement of applicable Law) a wholly-owned Subsidiary of the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04;(ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be a Loan Party; and (d) any Investment Disposition permitted by under Section 6.06 may be structured as a merger, consolidation or amalgamation; 7.05 (other than subsection (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (fthereof) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesis permitted under this Section 7.04.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, the Subsidiary continuing or surviving shall be a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwiseotherwise (and in conjunction with any Disposition may dissolve or liquidate)) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall must either be the Parent Borrower or another a Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartySubsidiary; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets to any Person (upon voluntary liquidation including pursuant to a Sale and Lease-Back Transaction permitted by Section 7.05); provided such Subsidiary receives consideration equal the fair market value of the assets so Disposed of (as reasonably determined by the Borrower); and (d) any Person may (i) merge with the Borrower so long as the Borrower is the surviving corporation or otherwise(ii) merge with any Subsidiary, so long as in either case of clause (i) or (ii), provided that the Debt Rating after giving effect to such assets do not constitute all or substantially all of the consolidated assets of the Parent merger is reaffirmed as no lower than BBB- (stable) by S&P and its Subsidiariesno lower than Baa3 (stable) by ▇▇▇▇▇’▇.

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as that (x) the Borrower or any Subsidiary may enter into transactions permitted by Section 7.05 and (y) if at the time thereof and immediately after giving effect thereto no Default exists or would result therefrom:‌shall have occurred and be continuing: (a) any Subsidiary of the Borrower may merge be merged or consolidated with or into: (i) the Borrower; provided that Borrower if the Borrower shall be the continuing or surviving Personcorporation, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary of the Borrower that is merging with another not a Foreign Subsidiary (so long as such Wholly-Owned Subsidiary is the continuing or surviving corporation), (iii) if such Subsidiary is a Foreign Subsidiary, any Wholly-Owned Subsidiary of the Borrower that is a Foreign Subsidiary (so long as such Wholly-Owned Subsidiary is the continuing or surviving corporation) or (iv) if such Subsidiary is not a Foreign Subsidiary, any Foreign Subsidiary (provided that, if such Foreign Subsidiary is the continuing or surviving corporation, such Foreign Subsidiary shall subsequently be merged or consolidated with or into a Wholly-Owned Subsidiary of the Borrower that is not a Foreign Subsidiary and such Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Partycorporation); (b) the Borrower or any such Subsidiary may Dispose convey, sell, lease, transfer or otherwise dispose of all any or substantially all of its assets Property (upon voluntary liquidation or otherwise) to either (A) in compliance with the Parent provisions of Section 7.04(i), (ii) or to another Subsidiary; provided that (xiv) if or (B) in the transferor in case of any such a transaction is a Wholly-Owned Subsidiary, then to (i) the transferee shall either be the Parent or another Borrower, (ii) subject to clause (iii), any Wholly-Owned Subsidiary and of the Borrower that is not a Foreign Subsidiary (yunless any such conveyance, sale, lease, transfer or other disposition constitutes an Investment in a Foreign Subsidiary that is permitted pursuant to Section 7.06) or (iii) if the transferor in such a transaction Subsidiary is a Credit PartyForeign Subsidiary, then any Wholly-Owned Subsidiary of the transferee shall be Borrower that is a Credit PartyForeign Subsidiary (including a conveyance, sale, lease, transfer or other disposition of such Property from a Foreign Subsidiary temporarily to a Subsidiary that is not a Foreign Subsidiary with a subsequent conveyance, sale, lease, transfer or other disposition of substantially the same property to another Foreign Subsidiary); (c) the Parent and its Subsidiaries Borrower or any Subsidiary of the Borrower may make Dispositions permitted by Section 6.04;merge or consolidate with any other Person if, in the case of a merger or consolidation of the Borrower, the Borrower is the surviving corporation, and, in any other case, the surviving corporation is a Wholly-Owned Subsidiary of the Borrower that is not a Foreign Subsidiary or, if such merging or consolidating Subsidiary is a Foreign Subsidiary, any Wholly-Owned Subsidiary of the Borrower that is a Foreign Subsidiary; and (d) any Investment permitted by Section 6.06 may be structured as the Borrower may, for the purpose of transferring its jurisdiction of incorporation from Delaware to another state of incorporation, merge with and into a merger, consolidation or amalgamation; (eWholly-Owned Subsidiary in a transaction constituting a tax-free reorganization under 368(a)(1)(F) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.Code, so long as:

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartySubsidiary; (c) the Parent Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent (a) Holdings will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired 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) to or in favor of any Personliquidate or dissolve; provided, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with 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 BorrowerSponsor or any other Restricted Subsidiary that is a Credit Party; provided that the Borrower shall be the continuing Sponsor or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any such Restricted Subsidiary that is a Credit Party is merging the survivor of such merger, and (ii) if at the time thereof and immediately after giving effect thereto, no Credit Event shall have occurred and be continuing (A) the Sponsor or any Restricted Subsidiary may merge with another a Person (other than Holdings); provided, that (x) if the Sponsor is a party to such merger, the Sponsor shall be the surviving Person and (y) if the Sponsor is not a party to such merger, such Restricted Subsidiary or, in connection with a Permitted Acquisition, such Person if upon such merger such Person becomes a Restricted Subsidiary, then is the surviving Person, (B) any Restricted Subsidiary may merge into another Restricted Subsidiary or the Sponsor; provided, however, that if the Sponsor is a party to such other Subsidiary merger, the Sponsor shall be the surviving Person; provided, further, that if any Restricted Subsidiary to such merger is a Credit Party; Guarantor, the Guarantor shall be the surviving Person, (bC) any Restricted Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Sponsor or to a Guarantor, and (upon voluntary D) any other Restricted Subsidiary may liquidate or dissolve if the Sponsor determines in good faith that such liquidation or otherwise) dissolution is in the best interests of the Sponsor, is not materially disadvantageous to the Parent Participants, and such Restricted Subsidiary dissolves into another Guarantor or the Sponsor; provided, that any such merger involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee merger shall either not be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted unless also permitted by Section 6.04;8.4. (db) Holdings will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than (i) substantially the same business as presently conducted or such other businesses that are reasonably related thereto, including but not limited to the business of leasing and selling furniture, consumer electronics, computers, appliances and other household goods and accessories inside and outside of the United States of America, through both independently-owned and franchised stores, providing lease-purchase solutions, credit and other financing solutions to customers for the purchase and lease of such products, the manufacture and supply of furniture and bedding for lease and sale in such stores, and the provision of virtual rent-to-own programs inside and outside of the United States of America (including but not limited to point-of-sale lease purchase programs), (ii) any Investment permitted other businesses which are ancillary or complementary to, or reasonable extensions or expansions of, the business of Holdings, the Sponsor and its Restricted Subsidiaries as conducted as of the Effective Date, as reasonably determined in good faith by Section 6.06 may be structured as a merger, consolidation or amalgamation; the Sponsor and (eiii) any Subsidiary may dissolvebusinesses that are materially different from the business of Holdings, liquidate or wind up the Sponsor and its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to Restricted Subsidiaries as conducted as of the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), Effective Date provided that any Investments made, funds expended or financial support provided by Holdings, the Sponsor and/or its Restricted Subsidiaries in connection with such assets do alternative lines of business shall not constitute all or substantially all of exceed $25,000,000 in the consolidated assets of the Parent and its Subsidiariesaggregate at any time outstanding.

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, recapitalize (including by way of an LLC Division), consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartySubsidiary; (c) the Parent Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries toExcept as otherwise permitted under this Agreement, merge, dissolve, liquidate, consolidate with or into another PersonPerson (unless Borrower, such Wholly-Owned Subsidiary, or such Controlled Subsidiary is the surviving entity), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Wholly-Owned Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, a Wholly-Owned Subsidiary Subsidiary, the Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Wholly-Owned Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Wholly-Owned Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Borrower or a Guarantor (or must become a Guarantor); (c) any Controlled Subsidiary 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 and (y) if or Controlled Subsidiary, the transferor in such a transaction is a Credit Party, then the transferee Guarantor shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04continuing or surviving Person; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) 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 assets do not constitute 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 consolidated assets or all of the Parent and 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 (f) any Subsidiary may dissolve, liquidate or wind up its Subsidiariesaffairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its the assets (whether now owned or hereafter acquired) of the Borrower and its Subsidiaries, taken as a whole, to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another Subsidiary, the Guarantor or a Wholly-Owned Subsidiary Person who becomes a Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor; (c) the Parent any non-Loan Party Subsidiary may merge with any other non-Loan Party Subsidiary and its Subsidiaries any Foreign Subsidiary may make Dispositions permitted by Section 6.04merge with any other Foreign Subsidiary; (d) any Investment Subsidiary may be merged, consolidated with or otherwise disposed of pursuant to a Disposition permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation6.05; (e) any Immaterial Subsidiary may dissolve, liquidate be dissolved or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standingliquidated; and (f) any Subsidiary may Dispose of all merge or substantially all of its assets (upon voluntary liquidation or otherwise), consolidate with any Person pursuant to a Permitted Acquisition; provided that (i) the Person surviving such assets do not constitute all or substantially all merger shall be a wholly-owned Subsidiary of the consolidated assets Borrower and (ii) in the case of any such merger or consolidation involving a Guarantor, the Parent and its SubsidiariesPerson surviving such merger or consolidation shall be or become a Guarantor.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Restricted Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, Person or (ii) any one or more other Restricted Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Restricted Subsidiary is merging with another Restricted Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person shall be a wholly-owned Restricted Subsidiary and (y) provided further that when any Subsidiary that is a Credit Party Guarantor is merging with another Restricted Subsidiary, then such other Subsidiary the continuing or surviving Person shall be a Credit PartyGuarantor; (b) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another SubsidiaryRestricted Subsidiary (and thereafter dissolve, liquidate or wind-up its affairs); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Restricted Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary owned Restricted Subsidiary; and (y) provided further that if the transferor in such a transaction is a Credit PartyGuarantor, then the transferee shall must either be the Borrower or a Credit PartyGuarantor; (c) the Parent and its Subsidiaries may make Dispositions any Disposition of a Restricted Subsidiary expressly permitted by Section 6.04;7.05 may be structured as a merger, consolidation or amalgamation to which such Restricted Subsidiary is a party and as a result of which such Restricted Subsidiary ceases to be a Restricted Subsidiary; and (d) any Investment expressly permitted by Section 6.06 7.02 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve; provided that if the Borrower is a party thereto, liquidate the Borrower shall be the continuing or wind up its affairs if it owns no material assets, engages in no business surviving Person; and otherwise has no activities other than activities related provided further that the continuing or surviving Person shall be the Borrower or a Guarantor to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesextent required by Section 6.12.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (any such event being a "Fundamental Change"), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) the Parent and its Subsidiaries Borrower or any Subsidiary may make Dispositions merge with any Person in a transaction that would be an acquisition that is permitted by Section 6.04;under this Agreement; provided that (i) if the Borrower is a party to such merger, it shall be the continuing or surviving Person, or (ii) if any Subsidiary is a party to such merger, such Subsidiary shall be the continuing or surviving Person; and (d) any Investment Fundamental Changes not otherwise permitted by under this Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)7.04, provided that such assets do the aggregate book value thereof shall not constitute all or substantially all of exceed in the consolidated assets of the Parent and its Subsidiariesaggregate $100,000,000.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, take any action for its registration by way of continuation under the laws of a jurisdiction outside of its Original Jurisdiction or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary (other than the Borrower) may merge with (i) the Borrower; provided that that, the Borrower shall be the continuing or surviving Person and (ii) any Subsidiary (other than the Borrower); provided that, (A) when any Restricted Subsidiary is merging with another Subsidiary, a Restricted Subsidiary shall be the continuing or surviving Person, (B) when any Guarantor is merging with another Subsidiary, the continuing or surviving Person shall be a Guarantor and (C) if as a result thereof, either the Parent Guarantor or the Borrower owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger shall also constitute a Disposition subject to Section 6.05 (and must be permitted by any clause thereof other than Section 6.05(g)); (b) a merger, dissolution, liquidation, consolidation or Disposition (i) of any Immaterial Subsidiary or (ii) the purpose of which is to effect a Disposition permitted pursuant to Section 6.05 (other than Section 6.05(g)) (c) the Parent Guarantor, the Borrower or any Restricted Subsidiary may consummate any Permitted Acquisition or any other Investment permitted by Section 6.02; provided that, (i) in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving Person, or ; (ii) in any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiarysuch transaction involving the Parent Guarantor, a Wholly-Owned Subsidiary the Parent Guarantor shall be the continuing or surviving Person person; and (yiii) when in any Subsidiary that is such transaction involving a Credit Party is merging with another SubsidiaryGuarantor, then such other Subsidiary the continuing or surviving Person shall be a Credit PartyGuarantor; (bd) any Restricted Subsidiary (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) (i) to the Parent Borrower or to another a Guarantor; or (ii) if the transferor is not a Guarantor, to any other Restricted Subsidiary; provided in each case that (xA) if the transferor in such a transaction is a Whollywholly-Owned owned Restricted Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned owned Restricted Subsidiary and (yB) if to the transferor in such a transaction is a Credit Party, then extent that the transferee is not the Borrower or a wholly-owned Restricted Subsidiary (based on the percentage of such transferee which is not owned directly or indirectly by the Borrower), the Disposition shall constitute a Disposition subject to Section 6.05 and shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted under this Section 6.04 so long as it is permitted by any clause of Section 6.04; (d) any Investment permitted by 6.05 other than Section 6.06 may be structured as a merger, consolidation or amalgamation;6.05(g); and (e) any Subsidiary (other than the Borrower) may dissolve, liquidate or wind up its affairs dissolve or change in legal form if it owns no material assets, engages the Borrower determines in no business good faith that such liquidation or dissolution or change in legal form is in the best interests of the Borrower and otherwise has no activities other than activities related is not materially disadvantageous to the maintenance Lenders (it being understood that in the case of its existence any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor). Notwithstanding anything to the contrary herein, the Parent Guarantor and good standing; and the Borrower will not, and will not permit any Restricted Subsidiary to, sell, lease, convey, assign, transfer or otherwise dispose (fincluding pursuant to an exclusive license) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided intellectual property that such assets do not constitute all or substantially all is material to the operation of the consolidated assets business of the Parent Guarantor, the Borrower and its the Restricted Subsidiaries, taken as a whole, to any Affiliate of the Borrower who is not a Loan Party (including any Unrestricted Subsidiary), other than (in each case, to the extent otherwise permitted pursuant to this Section 6.04) (x) licenses, sublicenses or cross-licenses of intellectual property in the ordinary course of business and which do not materially interfere with the business of the Parent Guarantor, the Borrower and the Restricted Subsidiaries, taken as a whole and (y) any such disposition from a Restricted Subsidiary that is not a Loan Party to a Restricted Subsidiary that is not a Loan Party.

Fundamental Changes. (a) Except as permitted in Section 6.19, the Sponsor 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, however, that if at the time thereof and immediately after giving effect thereto, no Unmatured Credit Event or Credit Event shall have occurred and be continuing (i) the Sponsor or any Subsidiary may merge with a Person if the Sponsor (or such Subsidiary if the Sponsor is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, however, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Sponsor or to a Subsidiary Loan Party and (iv) any Subsidiary (may liquidate or dissolve into a Subsidiary Loan Party) or into the Sponsor if the Sponsor determines in good faith that such liquidation or dissolution is in the best interests of the Sponsor and is not materially disadvantageous to the Participants; provided, however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.19. (b) The Parent Sponsor will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose engage in any business other than businesses of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that type conducted by the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent Sponsor and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business on the date hereof and otherwise has no activities other than activities businesses reasonably related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary may merge merge, dissolve, liquidate or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) any Subsidiary may merge with any Person (other than the Parent and its Subsidiaries may make Dispositions Borrower or a Subsidiary) in a transaction permitted by Section 6.047.02(d); provided that (i) the Subsidiary shall be the continuing or surviving Person and (ii) immediately before and after such merger there shall not exist any Default or Event of Default; (d) the Borrower and any Investment Subsidiary may liquidate or dissolve (i) Immaterial Subsidiaries and (ii) Persons whose assets are sold in a Disposition permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation7.04; (e) the Borrower and any Subsidiary may dissolve, liquidate conduct any such transactions which may be necessary or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities advisable to complete the Separation Transactions; (f) the Borrower may merge with any Person (other than activities related to a Subsidiary) in a transaction permitted by Section 7.02(d); provided that (i) the maintenance Borrower shall be the continuing or surviving Person and (ii) immediately before and after such merger there shall not exist any Default or Event of its existence and good standingDefault; and (fg) the Borrower and any Subsidiary may Dispose make dispositions of all or substantially all of its the assets (upon voluntary liquidation or otherwise), provided of a Subsidiary that such assets do not constitute all or substantially all of the consolidated assets of the Parent Borrower and its SubsidiariesSubsidiaries taken as a whole in a transaction permitted by Section 7.04.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge or consolidate with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another Subsidiary, a Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) the Borrower and Subsidiaries of Borrower may merge or consolidate with any Person as necessary to consummate Acquisitions permitted hereunder; provided that if Borrower is party to transaction, Borrower shall be the surviving Person; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04Guarantor; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose Dispositions of all or substantially all of its the assets of any Subsidiary (upon voluntary liquidation or otherwise), other than a Guarantor) not otherwise permitted under this Section 7.04 shall be permitted; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the combined book value of all property and assets do Disposed of in reliance of this clause (d) (combined with any Dispositions made pursuant to clause (j) of Section 7.05) while this Agreement is in effect shall not constitute all or substantially all of exceed $300,000,000 in the consolidated assets of aggregate, and (iii) after giving effect to such Disposition, the Parent and its Subsidiaries.Borrower is in compliance, on a projected pro forma basis, with Section 7.11 for the subsequent four fiscal quarters;

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person or the surviving Person shall become a Wholly-Owned Guarantor; (b) any Foreign Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries, provided that when any Foreign Subsidiary is merging with a Domestic Subsidiary, the Domestic Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (bc) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04Guarantor; (d) any Investment permitted by Section 6.06 the Borrower and its Subsidiaries may be structured as a merger, consolidation or amalgamationengage in the Permitted IHC Transaction; (e) any Immaterial Subsidiary may dissolvebe wound up, liquidate liquidated or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standingdissolved; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all the Subsidiaries of the consolidated assets of Borrower may merge or consolidate with any Person pursuant to a Permitted Acquisition; and (g) the Parent Borrower and its SubsidiariesSubsidiaries may make those Dispositions permitted by Section 7.05.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, Directly or indirectly merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its assets Subsidiaries (whether now owned or hereafter acquired) ), taken as a whole, to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with with: (i) the Borrower; provided that provided, that, the Borrower shall be the continuing or surviving Person, ; or (ii) any one or more other Subsidiaries; provided that (x) provided, that, when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollywholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) provided, that, if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) any Subsidiary may (i) merge with any Person (that is not the Parent Borrower or another Subsidiary), or (ii) Dispose of its assets to any Person (that is not the Borrower or another Subsidiary), in each case, so long as the aggregate net book value of the assets Disposed of in connection with all such transactions (whether by way of any such merger or by way of any such Disposition) in any fiscal year of the Borrower does not exceed an amount equal to seven and its Subsidiaries may make Dispositions permitted by Section 6.04;one-half of one percent (7.5%) of Consolidated Net Worth; and (d) any Investment permitted Subsidiary that is no longer used or useful in the business of the Borrower and its Subsidiaries (as reasonably determined by Section 6.06 the Borrower) may be structured dissolved, liquidated or wound up; provided, that, (i) such dissolution, liquidation or winding up, as applicable, would not reasonably be expected, individually or in the aggregate, to have a mergerMaterial Adverse Effect, consolidation (ii) such dissolution, liquidation or amalgamation; (e) any Subsidiary may dissolvewinding up, liquidate or wind up its affairs if it owns no material assetsas applicable, engages does not result in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose Disposition of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent Borrower and its Subsidiaries, and (iii) in connection with any such dissolution, liquidation or winding up, any assets of such Subsidiary shall be (A) transferred to the Borrower and/or one or more Subsidiaries (provided, that, if such Subsidiary is a wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary), or (B) otherwise disposed of in a Disposition that is permitted pursuant to this Agreement (other than by reference to this Section 7.03(d)).

Fundamental Changes. (a) Holdings and the Issuer will not, and will not permit any of their respective 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; 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 Issuer or any Subsidiary may merge with a Person if the Issuer (or such Subsidiary if the Issuer is not a party to such merger) is the surviving Person; provided that a Subsidiary Note Party shall be the surviving Person in a merger between a Subsidiary Note Party and a Subsidiary that is not a Subsidiary Note Party, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Note Party, the Subsidiary Note Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease, dissolve into or otherwise dispose of all or substantially all of its assets to the Issuer or to a Subsidiary Note Party and (iv) any Subsidiary (other than a Subsidiary Note Party) may liquidate or dissolve if the Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Issuer and is not materially disadvantageous to the Noteholders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4. (b) The Parent Issuer will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose engage in any business other than businesses of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that type conducted by the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent Issuer and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation on the Closing Date and businesses reasonably related or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business ancillary thereto and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesreasonable extensions thereof.

Fundamental Changes. The Parent ▇▇▇▇▇▇▇▇▇ will not, and will not cause or permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Personinto, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary of a Borrower may merge or consolidate with (i) the Borrower; such Borrower or ▇▇▇▇▇▇▇▇▇, provided that such Borrower shall be the Borrower continuing or surviving Person, or in the case of a merger or consolidation involving ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ shall be the continuing or surviving Person, or (ii) any one or more Subsidiaries (other Subsidiariesthan a Borrower) of such Borrower; provided that (x) when any Wholly-Owned Subsidiary is merging or consolidating with another Subsidiary, a the Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary of a Borrower may Dispose of all convey, transfer, lease or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to such Borrower or ▇▇▇▇▇▇▇▇▇ or to another Subsidiary (other than a Borrower) of such Borrower; provided that if the transferor in such assets do a transaction is a Wholly–Owned Subsidiary, then the transferee must also be a Wholly–Owned Subsidiary; (c) any Person may merge or consolidate with ▇▇▇▇▇▇▇▇▇ or any of its Subsidiaries in connection with an Investment pursuant to Section 7.03(g); provided that a Subsidiary of ▇▇▇▇▇▇▇▇▇ shall be the continuing or surviving Person, or in the case of a merger or consolidation involving ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ shall be the continuing or surviving Person; and (d) any Subsidiary of ▇▇▇▇▇▇▇▇▇ may dissolve or liquidate at any time if ▇▇▇▇▇▇▇▇▇ determines in good faith that such dissolution or liquidation is not constitute all or substantially all materially disadvantageous to the Lenders and so long as the relevant Person complies with the provisions of the consolidated assets of the Parent and its SubsidiariesSection 7.04(b).

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;; | (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), ; provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will Company shall not, and will not nor shall it permit any of its Subsidiaries Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactionstransactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom and the Company is in compliance, on a pro forma basis, with the provisions of Section 10.1(b) and Section 10.1(c): (a) (i) any Person may merge into an Obligor in a transaction in which such Obligor is the surviving Person (provided that the Company must be the survivor of any merger involving the Company), subject to the requirements of Section 9.13, (ii) any Person (other than an Obligor unless such Obligor is the surviving Person of such merger) may merge with or into a Subsidiary (other than an Obligor), (iii) any Obligor or any Subsidiary may sell, lease, transfer or otherwise Dispose of its assets to another Obligor or another Subsidiary, subject to the requirements of Section 9.13, which in the event of a consummation of a Division shall apply to all Division Successors, (iv) any Subsidiary (other than an Obligor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company, and (v) an Obligor or any Subsidiary may sell, transfer or otherwise Dispose of Equity Interests of a Subsidiary (other than an Obligor); (b) in connection with any acquisition permitted under Section 10.7, any Subsidiary of the Company may merge into or consolidate with (i) the Borrowerany other Person or permit any other Person to merge into or consolidate with it; provided that the Borrower Person surviving such merger shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary of the Company and shall be comply with the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Partyrequirements of Section 9.13; (bc) any Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, pursuant to a Division or otherwise) to the Parent Company or to another SubsidiarySubsidiary of the Company; provided that (x) if the transferor in such a transaction is a Wholly-Owned an Unencumbered Property Subsidiary, then the transferee shall either must be an Unencumbered Property Subsidiary, and provided, further, that if any Subsidiary consummates a Division, the Parent or another Wholly-Owned Subsidiary and (y) if Company must comply with the transferor obligations set forth in such a transaction is a Credit Party, then the transferee shall be a Credit Party;Section 9.13 with respect to each Division Successor; and (cd) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; 10.5(d) shall be permitted under this Section 10.4. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to (di) any Investment permitted by Section 6.06 may be structured as a mergermerge, consolidation dissolve or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if consolidate with or into any other Person unless after giving effect thereto the Company is the sole surviving Person of such transaction and no Change of Control results therefrom, (ii) consummate a Division or (iii) engage in any transaction pursuant to which it owns no material assets, engages is reorganized or reincorporated in no business and otherwise has no activities any jurisdiction other than activities related to a State of the maintenance United States of its existence and good standing; and (f) any Subsidiary may Dispose America or the District of all Columbia. No such conveyance, transfer or substantially all lease of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.4 from its Subsidiariesliability under this Agreement or the Notes.

Fundamental Changes. The Parent will shall not, and will not nor shall it permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 (a) any Restricted Subsidiary may merge, so long as amalgamate or consolidate with (i) Parent (including a merger, the purpose of which is to reorganize Parent into a new jurisdiction); provided, that (w) no Event of Default exists or would result therefrom:‌ therefrom, (ax) any Subsidiary may merge with (i) the Borrower; provided that the Borrower Parent shall be the continuing or surviving Person, (y) such transaction does not result in Parent ceasing to be organized under the laws of the United States, any State thereof or the District of Columbia and (z) such transaction does not have an adverse effect in any material respect on the perfection or priority of the Liens granted under the Loan Documents or (ii) any one or more other Restricted Subsidiaries; provided provided, in the case of this clause (ii), that (x) when any Wholly-Owned Subsidiary is merging with another such transaction involves a Loan Party and/or a permitted Excluded Subsidiary, a Wholly-Owned Loan Party or a permitted Excluded Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Partyexcept to the extent otherwise constituting an Investment permitted by Section 10.2.2; (b) (i) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve or change its legal form if Parent determines in good faith that such action is in the best interest of Parent and Restricted Subsidiaries and is not disadvantageous to Lenders in any material respect (it being understood that (other than a transaction constituting a permitted Investment under Section 10.2.2 or involving a permitted Excluded Subsidiary) in the case of any liquidation or dissolution of a Guarantor, such Guarantor shall transfer its assets to a Loan Party, and in the case of any change in legal form, a Restricted Subsidiary that is a Guarantor will remain a Guarantor and such transaction shall not have an adverse effect on the perfection or priority of the Liens granted under the Security Documents); (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Parent or to another Restricted Subsidiary; provided, that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or Parent or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Debt of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 10.2.2 and 10.2.3, respectively; (d) so long as no Event of Default exists or would result therefrom, Parent may merge with any other Person; provided, that (i) Parent shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not Parent (any such Person, “Successor Parent”), (A) Successor Parent shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia and such transaction shall not have an adverse effect in any material respect on the perfection or priority of the Liens granted under the Security Documents, (B) Successor Parent shall expressly assume all the obligations of Parent under this Agreement and the other Loan Documents to which Parent is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to Agent and Parent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Parent’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Security Documents confirmed that the collateral granted by it to secure its obligations thereunder shall apply to secure its and Successor Parent’s obligations under the Loan Documents, (E) if reasonably requested by Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to Agent) confirmed that the collateral granted by it to secure its obligations thereunder shall apply to secure its and Successor Parent’s obligations under the Loan Documents, and (F) Parent shall have delivered to Agent an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Security Document comply with this Agreement; provided, further, that if the foregoing are satisfied (or waived), Successor Parent will succeed to, and be substituted for, Parent under this Agreement; provided, further, that Parent agrees to provide any documentation and other information about Successor Parent as shall have been reasonably requested in writing by any Lender through Agent that is required by regulatory authorities or under applicable Beneficial Ownership Regulations, “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act; (e) any Restricted Subsidiary may merge, amalgamate or consolidate with any other Person (other than Parent) in order to effect an Investment permitted pursuant to Section 10.2.2; provided, that either (x) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of Restricted Subsidiaries, shall have complied with the requirements of Section 10.11 to the extent required pursuant to the Collateral and Guarantee Requirement or (y) the transaction shall otherwise constitute a permitted Investment; (f) reserved; (g) any Restricted Subsidiary may effect a merger, dissolution, liquidation or consolidation, the purpose of which is to effect a Disposition permitted pursuant to Section 10.2.5; and (h) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided extent that such assets do Disposition (or series of related Dispositions) is not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesprohibited under Section 10.2.5.

Fundamental Changes. The Parent will notNo Borrower shall, and will not nor shall any Borrower permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or Event of Default has occurred and is continuing or would result therefrom:‌therefrom: (a) any Subsidiary LS&Co may merge into or consolidate with (i) the BorrowerLSFCC, and LSFCC may merge into or consolidate with LS&Co; provided PROVIDED that the Borrower Person formed by such merger or consolidation shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyLS&Co; (b) any Domestic Subsidiary (other than LSFCC) may Dispose of all merge into or substantially all of its assets consolidate with, or may be liquidated, wound-up or dissolved into, LS&Co or any other Domestic Subsidiary (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiaryother than LSFCC); provided PROVIDED that (xi) if the transferor Person formed by such merger or consolidation, or into which such Domestic Subsidiary is liquidated, wound-up or dissolved (A) in the case of any such transaction involving LS&Co, shall be LS&Co, (B) in the case of any such transaction involving a transaction is a Wholly-Owned SubsidiaryGuarantor and not LS&Co, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor, and (C) in the case of any such transaction involving a Limited Guarantor and not LS&Co, shall be a Limited Guarantor, and (ii) concurrently with or prior to the consummation of such transaction, LS&Co shall have or caused to be delivered to the Agent such instruments, agreements or other documents as contemplated under SECTIONS 7.9(A) as the Agent may reasonably request; PROVIDED FURTHER that a Domestic Subsidiary that is not Solvent shall in no case merge into or consolidate with, or be liquidated, wound-up or dissolved into any Guarantor or LS&Co; (c) any Pledged Foreign Subsidiary may merge into or consolidate with, or may be liquidated, wound-up or dissolved into, LS&Co, any Guarantor, any Limited Guarantor or any other Pledged Foreign Subsidiary; PROVIDED that (i) the Parent Person formed by such merger or consolidation, or into which such Pledged Foreign Subsidiary is liquidated, wound-up or dissolved (A) in the case of any such transaction involving LS&Co, shall be LS&Co, (B) in the case of any such transaction involving a Guarantor and its Subsidiaries not LS&Co, shall be a Guarantor, and (C) in the case of any such transaction involving a Limited Guarantor and not LS&Co, shall be a Limited Guarantor, and (ii) concurrently with or prior to the consummation of such transaction, LS&Co shall have or caused to be delivered to the Agent such instruments, agreements or other documents as contemplated under SECTIONS 7.9(A) and (B) as the Agent may make Dispositions permitted by Section 6.04reasonably request; PROVIDED FURTHER that a Pledged Foreign Subsidiary that is not Solvent shall in no case merge into or consolidate with, or be liquidated, wound-up or dissolved into a Domestic Subsidiary or LS&Co; (d) any Investment permitted by Section 6.06 Unpledged Foreign Subsidiary may merge into or consolidate with, or may be structured liquidated, wound-up or dissolved into, LS&Co or any other Subsidiary (other than LSFCC); PROVIDED that (i) the Person formed by such merger or consolidation, or into which such Unpledged Foreign Subsidiary is liquidated, wound-up or dissolved (A) in the case of any such transaction involving LS&Co, 50 shall be LS&Co, (B) in the case of any such transaction involving a Guarantor and not LS&Co, shall be a Guarantor, (C) in the case of any such transaction involving a Limited Guarantor and not LS&Co, shall be a Limited Guarantor, and (D) in the case of any such transaction involving a Pledged Foreign Subsidiary and not LS&Co or a Domestic Subsidiary, shall be a Pledged Foreign Subsidiary, and (ii) concurrently with or prior to the consummation of such transaction, LS&Co shall have or caused to be delivered to the Agent such instruments, agreements or other documents as contemplated under SECTIONS 7.9(A) and (B) as the Agent may reasonably request; PROVIDED FURTHER that an Unpledged Foreign Subsidiary that is not Solvent shall in no case merge into or consolidate with, or be liquidated, wound-up or dissolved into a mergerPledged Foreign Subsidiary, consolidation a Domestic Subsidiary or amalgamationLS&Co; (e) the LS&Co Trust may merge into or consolidate with any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages other trust adopted and maintained by LS&Co for a similar purpose pursuant to a trust agreement in no business form and otherwise has no activities other than activities related substance satisfactory to the maintenance of its existence and good standingAgent; and (f) LS&Co and any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwiseSubsidiaries may make any Disposition permitted pursuant to SECTION 7.20(K) OR 7.20(M), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, divide, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (ai) any Borrower may merge with any other Borrower and (ii) any non-Borrower Subsidiary may merge with (iA) the any Borrower; provided that the such Borrower shall be the continuing or surviving Person, or (iiB) any one or more other non-Borrower Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another non-Borrower Subsidiary, a Wholly-Owned Subsidiary the Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) So long as no Default exists or would result therefrom, (i) any Borrower may Dispose of all or substantially all of its assets (upon dissolution, voluntary liquidation or otherwise) to any other Borrower and (ii) any non-Borrower Subsidiary may Dispose of all or substantially all of its assets (upon dissolution, voluntary liquidation or otherwise) to the Parent any Borrower or to another wholly-owned non-Borrower Subsidiary; provided provided, that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent a Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party;Guarantor; and (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) So long as no Default exists or would result therefrom, any Investment permitted by Section 6.06 may be structured as a merger, consolidation Borrower or amalgamation; (e) any non-Borrower Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages merge with any other Person in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standingconnection with an Acquisition; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all Borrower or substantially all of non-Borrower Subsidiary shall be the consolidated assets of the Parent and its Subsidiariescontinuing or surviving Person.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) : any Subsidiary may merge merge, dissolve, liquidate or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned owned Subsidiary; any Subsidiary and may merge with any Person (yother than the Borrower or a Subsidiary) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; 7.02(d); provided that (di) the Subsidiary shall be the continuing or surviving Person and (ii) immediately before and after such merger there shall not exist any Investment Default or Event of Default; the Borrower and any Subsidiary may liquidate or dissolve (i) Immaterial Subsidiaries and (ii) Persons whose assets are sold in a Disposition permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) 7.04; the Borrower and any Subsidiary may dissolve, liquidate conduct any such transactions which may be necessary or wind up its affairs if it owns no material assets, engages in no business advisable to complete the Separation Transactions; and otherwise has no activities the Borrower may merge with any Person (other than activities related to the maintenance of its existence and good standinga Subsidiary) in a transaction permitted by Section 7.02(d); and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that (i) the Borrower shall be the continuing or surviving Person and (ii) immediately before and after such assets do merger there shall not constitute all exist any Default or substantially all Event of the consolidated assets of the Parent and its Subsidiaries.Default. 47056313_11

Fundamental Changes. The Parent will Company shall not, and will not nor shall it permit any of its Subsidiaries Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactionstransactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom and the Company is in compliance, on a pro forma basis, with the provisions of Section 10.1(b) and Section 10.1(c): (a) (i) any Person may merge into an Obligor in a transaction in which such Obligor is the surviving Person (provided that the Company must be the survivor of any merger involving the Company), subject to the requirements of Section 9.13, (ii) any Person (other than an Obligor unless such Obligor is the surviving Person of such merger) may merge with or into a Subsidiary (other than an Obligor), (iii) any Obligor or any Subsidiary may sell, lease, transfer or otherwise Dispose of its assets to another Obligor or another Subsidiary, subject to the requirements of Section 9.13, which in the event of a consummation of a Division shall apply to all Division Successors, (iv) any Subsidiary (other than an Obligor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company, and (v) an Obligor or any Subsidiary may sell, transfer or otherwise Dispose of Equity Interests of a Subsidiary (other than an Obligor); (b) in connection with any acquisition permitted under Section 10.7, any Subsidiary of the Company may merge into or consolidate with (i) the Borrowerany other Person or permit any other Person to merge into or consolidate with it; provided that the Borrower Person surviving such merger shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary of the Company and shall be comply with the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party;requirements of Section 9.13; 4850-4933-9817 v1 (bc) any Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, pursuant to a Division or otherwise) to the Parent Company or to another SubsidiarySubsidiary of the Company; provided that (x) if the transferor in such a transaction is a Wholly-Owned an Unencumbered Property Subsidiary, then the transferee shall either must be an Unencumbered Property Subsidiary, and provided, further, that if any Subsidiary consummates a Division, the Parent or another Wholly-Owned Subsidiary and (y) if Company must comply with the transferor obligations set forth in such a transaction is a Credit Party, then the transferee shall be a Credit Party;Section 9.13 with respect to each Division Successor; and (cd) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; 10.5(d) shall be permitted under this Section 10.4. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to (di) any Investment permitted by Section 6.06 may be structured as a mergermerge, consolidation dissolve or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if consolidate with or into any other Person unless after giving effect thereto the Company is the sole surviving Person of such transaction and no Change of Control results therefrom, (ii) consummate a Division or (iii) engage in any transaction pursuant to which it owns no material assets, engages is reorganized or reincorporated in no business and otherwise has no activities any jurisdiction other than activities related to a State of the maintenance United States of its existence and good standing; and (f) any Subsidiary may Dispose America or the District of all Columbia. No such conveyance, transfer or substantially all lease of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.4 from its Subsidiariesliability under this Agreement or the Notes.

Fundamental Changes. (a) The Parent Loan Parties will not, and will not permit any of its their Restricted Subsidiaries to, merge, dissolve, liquidate, (i) merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or liquidate or dissolve or (ii) sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌each case, (ai) the Borrower or any Restricted Subsidiary may merge with (i) the Borrower; provided that a Person if the Borrower shall be (or a Restricted Subsidiary if the continuing or Borrower is not a party to such merger) is the surviving Person, or (ii) any one or more other SubsidiariesRestricted Subsidiary may merge into another Restricted Subsidiary; provided that (x) when if any Wholly-Owned Subsidiary party to such merger is merging with another Subsidiarya Guarantor, a Wholly-Owned Subsidiary the Guarantor shall be the continuing or surviving Person and Person, (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (biii) any Restricted Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Guarantor, and (upon voluntary liquidation or otherwiseiv) to the Parent extent it has sold, transferred or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance disposed of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary to the Borrower or to a Guarantor, any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise), provided that such assets do not constitute all or substantially all dissolution is in the best interests of the consolidated Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving or constituting an Investment shall not be permitted unless also permitted by Section 7.4, and (z) other than with respect to the Loan Parties, clause (a)(ii) above shall not prohibit a transaction that is otherwise permitted under Section 7.6 hereof. Notwithstanding the foregoing, Beckham Parent shall be permitted at any time to merge into or consolidate into any Loan Party, or liquidate or dissolve, so long as any Capital Stock of the Borrower owned or controlled by Beckham Parent is transferred to Parent and any other material assets of Beckham Parent are transferred to one or more Loan Parties, in each case, through one or more transactions. (b) The Loan Parties will not, and will not permit any of their Restricted Subsidiaries to, engage in any business other than businesses of the Parent type conducted by the Loan Parties and its Subsidiariestheir Restricted Subsidiaries on the Closing Date and businesses reasonably related, ancillary or complementary thereto or a reasonable extension thereof.

Fundamental Changes. The Parent will shall not, and will shall cause each Restricted Subsidiary not permit any of its Subsidiaries to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or purchase or otherwise acquire all or substantially all of the stock or assets of any Person (or of any division thereof), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Restricted Subsidiary may merge with (i) the Borrower; Parent, provided that the Borrower Parent shall be the continuing or surviving Person, or (ii) any one or more other Restricted Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary Note Guarantor is merging with another SubsidiaryRestricted Subsidiary that is not a Note Guarantor, a Wholly-Owned Subsidiary the Note Guarantor shall be the continuing or surviving Person or such surviving Person shall execute and (y) when any Subsidiary that is deliver a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyNote Guaranty; (b) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Restricted Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryNote Guarantor, then the transferee shall must either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyNote Guarantor; (c) the Parent and its Subsidiaries Company or any Restricted Subsidiary may make Dispositions a Disposition to the extent permitted by Section 6.04;9.7; and (d) the Company or any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Restricted Subsidiary may dissolve, liquidate purchase or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute acquire all or substantially all of the consolidated stock or assets of any Person (or of any division thereof) so long as both before and after giving pro forma effect to any such purchase or acquisition (i) no Default shall then exist, (ii) the Parent Consolidated Secured Leverage Ratio, calculated on a Pro Forma Basis after giving effect to any such acquisition and its Subsidiariesthe incurrence of any Indebtedness is equal to or less than 4.00:1.00, and (iii) the aggregate price of all such purchases and acquisitions of Non-Note Parties does not exceed $50,000,000.

Fundamental Changes. (a) Except as permitted in Section 8.5, 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, CHAR1\1185130v10 however, 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, (ii) any Subsidiary may merge into another Subsidiary; provided, however, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party and (iv) any Subsidiary may liquidate or dissolve into a Subsidiary Loan Party or into the Borrower 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, however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 8.3. (b) The Parent Borrower will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose engage in any business other than businesses of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that type conducted by the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business on the date hereof and otherwise has no activities other than activities businesses reasonably related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthereto.

Fundamental Changes. The Parent Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge(i) whether pursuant to a Delaware LLC Division or otherwise, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, (ii) sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all/any substantial part of its assets, or all or substantially all of the stock of any of its assets Subsidiaries (in each case, whether now owned or hereafter acquired), (iii) whether pursuant to a Delaware LLC Division or in favor of any Personotherwise, liquidate or dissolve, (iv) divide into two or more Persons, including becoming a Delaware Divided LLC (whether or not the original Person survives such division) or (v) create, or reorganize into, one or more series pursuant to a Delaware LLC Division, or except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary Person may merge or consolidate with or into (i) the Borrower; Borrower or the Trust, provided that the Borrower or the Trust, as applicable, shall be the continuing or surviving PersonPerson and there is no Change in Control, or (ii) any one or more other Subsidiaries; , including newly formed Subsidiaries, provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging or consolidating with or into another SubsidiarySubsidiary that is not a Subsidiary Guarantor, a Wholly-Owned the Subsidiary Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose merge, dissolve or liquidate, or sell, transfer, lease or otherwise dispose of any, all or substantially all of its assets, and Borrower may sell, transfer or otherwise dispose of any or all of its direct and indirect Equity Interests in any Subsidiary, provided that if such Subsidiary owns a Property that had been included as an Unencumbered Property, Borrower shall have complied with the requirements of Section 2.23(c) for removal of such Unencumbered Property; (c) Borrower or Trust may enter into a merger in which such entity is the survivor, and there is no Change in Control and Borrower has complied with Section 6.09, to the extent applicable; (d) Any Loan Party may sell, transfer, lease or otherwise dispose of any, all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent any other Loan Party (or to another Subsidiaryany Person that becomes concurrently with such sale, transfer, lease or other disposition a Loan Party pursuant to Section 5.11); provided provided, any Loan Party that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiarySubsidiary shall only be permitted to sell, then the transferee shall either be the Parent transfer, lease or dispose of its assets to another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; pursuant to this clause (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;); and (e) Any Subsidiary that is not a Loan Party may merge into or consolidate with any Subsidiary may other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, liquidate or wind up its affairs if it owns no material assets, engages pursuant to a Delaware LLC Division and may consummate any transaction described in no business clauses (iv) and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (fv) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesabove.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the ​ ​ ​ transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04‎6.04; (d) any Investment permitted by Section 6.06 ‎6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), ; provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not(a) Merge, and will not permit any of its Subsidiaries to, merge, dissolve, liquidatereorganize, consolidate or amalgamate with or into another any Person, or Dispose of (liquidate, wind up its affairs or dissolve itself, in each case whether in one a single transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with that (i) the Borrower; a Borrower may be merged or consolidated with or into any of its Subsidiaries provided that the such Borrower shall be the continuing or surviving Person, or (ii) any one Obligor other than the Parent may be merged or more consolidated with or into any other Subsidiaries; Obligor other than the Parent, (iii) any Subsidiary of an Obligor which is not an Obligor may be merged or consolidated with or into any Obligor provided that such Obligor shall be the continuing or surviving corporation, (xiv) when any Wholly-Owned Subsidiary which is merging not an Obligor may be merged or consolidated with another Subsidiaryor into any other Subsidiary that is not an Obligor, (v) any Obligor or Subsidiary thereof may be merged or consolidated with or into any Person in connection with a Wholly-Owned Permitted Asset Disposition, (vi) any Obligor or Subsidiary thereof may be merged or consolidated with or into any Person in connection with a Permitted Acquisition, provided that, if such transaction involves a Borrower, such Borrower shall be the continuing or surviving Person and (yvii) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary not an Obligor may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) at any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), time provided that such assets do dissolution, liquidation or winding up, as applicable, could not constitute all reasonably be expected to have a Material Adverse Effect; or substantially all (b) without providing 10 days prior written notice to Lender, (i) change a Borrower's name or conduct business under any new fictitious name or (ii) change a Borrower's FEIN, organizational identification number or state of the consolidated assets of the Parent and its Subsidiariesorganization.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be the wholly-owned Subsidiary or shall become a Credit Partywholly-owned Subsidiary concurrently with such transaction; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Partyowned Subsidiary; (c) any Subsidiary may liquidate or dissolve or change its legal form if the Parent Borrower determines in good faith that such action is in the interest of the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04Subsidiaries; (d) any Investment permitted consolidation of the Borrower with or merger of the Borrower into any other Person or Persons (whether or not affiliated with the Borrower), or successive consolidations or mergers to which the Borrower or its successor or successors shall be a party or parties; provided, however, that the Borrower hereby consents and agrees that, upon any such consolidation or merger, the due and punctual payment of the principal of and interest on all of the Loans and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Agreement and the Notes to be performed and observed by Section 6.06 may the Borrower, shall be structured expressly assumed in an agreement satisfactory in form and substance to the Administrative Agent and the Lenders, executed and delivered to the Administrative Agent by the Person formed by such consolidation or merger; provided, further, that the Person formed by such consolidation or merger shall be a Person organized and existing under the laws of the United States, any state thereof or the District of Columbia, and provided, further, that immediately before and after giving effect to any such transaction (and treating any Consolidated Funded Indebtedness or Sale and Leaseback Transaction which becomes an obligation of the resulting or surviving Person as a mergerresult of such transaction as having been incurred or entered into by such Person at the time of such transaction), no Default shall exist. Unless the conditions prescribed above in this Section 7.04(d) are satisfied, no such consolidation or amalgamationmerger shall be permitted; (e) the Borrower or any Subsidiary may dissolvemerge with any other Person in order to effect an Investment expressly permitted pursuant to Sections 7.02(e), liquidate or wind up its affairs if it owns no material assets, engages in no business (f) and otherwise has no activities other than activities related to the maintenance of its existence and good standing(g); and (f) with respect to any Subsidiary may Dispose Subsidiary, (i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of all or substantially all of its assets (upon voluntary liquidation or otherwisewhich is to effect a Disposition expressly permitted pursuant to Section 7.05(c)(i), provided that such assets do not constitute all and (ii) Dispositions made in accordance with the terms of Section 7.05(c)(ii), or substantially all any of the consolidated assets of the Parent and its SubsidiariesSections 7.05(e), (f) or (g).

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except ; provided that, so long as no Default exists or would result therefrom:‌ subject to the terms of Sections 7.12 and 7.14: (a) any Loan Party (other than Intermediate Holdings) may merge or consolidate with any other Loan Party (other than Intermediate Holdings); provided that if such transaction involves the Borrower, the Borrower is the surviving Person; (b) any Loan Party or any Subsidiary may consummate a Disposition permitted pursuant to Section 8.5 (other than by reference to this Section 8.4 (or any clause hereof)) or a Permitted Acquisition; (c) any Subsidiary that is not a Loan Party may merge with or consolidate with: (i) the Borrowerany other Subsidiary that is not a Loan Party; provided that the Borrower a Subsidiary shall be the continuing or surviving Person, ; or (ii) any one or more Loan Party (other Subsidiariesthan Intermediate Holdings); provided provided, that (x) when any Wholly-Owned Subsidiary such Loan Party is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person (and (y) when any Subsidiary that if such transaction involves the Borrower, the Borrower is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiarysurviving Person); provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; Wholly Owned Subsidiary (eother than the Borrower) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assetsat any time so long as such dissolution, engages in no business liquidation or winding up, as applicable, would not reasonably be expected to have a Material Adverse Effect and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets and business is transferred (upon voluntary liquidation i) if such Wholly Owned Subsidiary is a Loan Party, to any other Loan Party and (ii) if such Wholly Owned Subsidiary is not a Loan Party, to any Loan Party or otherwise)to another Subsidiary that is not a Loan Party; provided, provided that such assets do not constitute all further, that, notwithstanding anything in the foregoing to the contrary, no merger or substantially all consolidation otherwise permitted under any of the consolidated assets of the Parent and its Subsidiariesforegoing provisos shall be permitted if any Loan Party would not be Solvent after giving effect to such merger or consolidation.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into into, another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the a Borrower; , provided that (A) if MICROS is a party thereto then MICROS shall be the continuing or surviving Person and (B) if MICROS is not a party thereto, then another Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary Person, and, provided further that is if a Credit Party Guarantor is merging with another Subsidiary, then such other Subsidiary the Guarantor shall be a Credit Partythe continuing or surviving Person; (b) any Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent a Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall either must also be the Parent or another Whollya wholly-Owned Subsidiary and (y) owned Subsidiary, and, provided further that if the transferor in of such a transaction assets is a Credit PartyBorrower or a Guarantor, then the transferee shall thereof must either be a Credit Party;Borrower or a Guarantor; and (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation Borrower or amalgamation; (e) any a Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)acquire another Person, provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesacquisition is a Permitted Acquisition.

Fundamental Changes. The Parent No Borrower will, nor will not, and will not it permit any of its Subsidiaries Subsidiary or Unrestricted Subsidiary to, directly or indirectly, merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Wholly-Owned Subsidiary of the Borrowers may merge with (i) the a Borrower; , provided that the such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary Subsidiaries or Wholly-Owned Unrestricted Subsidiaries, provided that when any Loan Party is merging with another Subsidiary or Unrestricted Subsidiary, a Wholly-Owned Subsidiary the Loan Party shall be the continuing or surviving Person Person, and (y) when such Loan Party shall have delivered or caused to be delivered to the Administrative Agent an Officers’ Certificate and, if applicable, an opinion of counsel, each stating that such consolidation or merger and any Subsidiary that is a Credit Party is merging supplemental Collateral Documents required in connection with another Subsidiary, then such other Subsidiary shall be a Credit Party;merger or consolidation comply with this Agreement and applicable requirements of Law; and (b) any Wholly-Owned Subsidiary or Unrestricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent a Borrower or to another Wholly-Owned Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Loan Party, then the transferee shall must either be a Credit Party; (c) the Parent Borrower or another Loan Party and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may such Loan Party shall have delivered or caused to be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related delivered to the maintenance Administrative Agent an Officers’ Certificate and, if applicable, an opinion of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)counsel, provided each stating that such assets do not constitute all transfer or substantially all Disposition and any supplemental Collateral Documents required in connection with such transfer or Disposition comply with this Agreement and applicable requirements of the consolidated assets of the Parent and its SubsidiariesLaw.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary (other than the Borrower) may merge with (i) the Parent or the Borrower; provided that provided, that, the Borrower Parent or the Borrower, as applicable, shall be the continuing or surviving Person, or (ii) any one or more other such Subsidiaries; provided that (x) provided, that, when any Wholly-Owned such Subsidiary that is a Loan Party is merging with another such Subsidiary, a Wholly-Owned Subsidiary Loan Party shall be the continuing or surviving Person and Person; (yb) when any Subsidiary that is not a Credit Loan Party is merging may merge or consolidate with another Subsidiary, then such or into any other Subsidiary shall be that is not a Credit Loan Party; (bc) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) provided, that, if the transferor in such a transaction is a Wholly-Owned SubsidiaryLoan Party, then (i) the transferee shall either must be a Loan Party or (ii) to the Parent extent constituting an Investment, such Investment must (x) constitute a Permitted Investment or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent permitted Investment in or Indebtedness of a Subsidiary which is not a Loan Party in accordance with Section 7.06 and its Subsidiaries may make Dispositions permitted by Section 6.047.03, respectively; (d) so long as no Default exists or would result therefrom, the Parent or the Borrower may merge with any other Person in order to effect an Investment permitted by pursuant to Section 6.06 may 7.06; provided, that, the Parent or the Borrower, as applicable, shall be structured as a mergerthe continuing or surviving corporation and, consolidation or amalgamationtogether with each of its Subsidiaries, shall have complied with the Collateral and Guarantee Requirements and the requirements of Section 6.11; (e) so long as no Default exists or would result therefrom, any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities (other than activities related the Borrower) may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.06; provided, that, the maintenance continuing or surviving Person shall be a Subsidiary, which, together with each of its existence Subsidiaries, shall have complied with the Collateral and good standingGuarantee Requirements and the requirements of Section 6.11; and (f) any Subsidiary so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.04(c) or Section 7.05, may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesbe effected.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose (other than as permitted pursuant to Section 7.05) of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than (x) as otherwise permitted pursuant to Sections 7.02 and 7.05 and (y) in connection with a Permitted Acquisition), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary Person, and, provided further that is if a Credit Party Guarantor is merging with another Subsidiary, then such other Subsidiary the Guarantor shall be a Credit Partythe surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary (or to the direct or indirect holder of such Subsidiary’s Equity Interests); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) owned Subsidiary, and, provided further that if the transferor in of such a transaction assets is a Credit PartyGuarantor, then the transferee shall must either be Borrower or a Credit Party;Guarantor; F or p er so na l u se o nl (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04;[intentionally omitted]; and (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation Loan Party or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary thereof may Dispose of all or substantially all of the assets of any one or more of its assets Subsidiaries (upon voluntary liquidation or otherwise), ; provided that (i) the assets subject to such assets do not constitute all or substantially all Disposition are less than 5% percent of the consolidated total assets of the Parent Borrower and its SubsidiariesSubsidiaries on a consolidated basis and (ii) the EBITDA of such Subsidiary is less than 5% percent of the EBITDA of Borrower and its Subsidiaries on a consolidated basis.

Fundamental Changes. The Parent None of the Loan Parties will, or will not, and will not permit any of its Restricted Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (ai) any Restricted Subsidiary may merge merge, dissolve, liquidate or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, (ii) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (iiiii) any one or more other Restricted Subsidiaries; , provided that (x) when any Wholly-Owned wholly owned Subsidiary is merging with another Subsidiary, a Wholly-Owned such wholly owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (bii) any Subsidiary Loan Party (other than the Borrower) may Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired, upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Loan Party; (ciii) any Restricted Subsidiary that is not a Loan Party may Dispose of (whether in one transaction or in a series of transactions) all or substantially all its assets (whether now owned or hereafter acquired, upon voluntary liquidation or otherwise) to (i) another Restricted Subsidiary that is not a Loan Party or (ii) to a Loan Party; (iv) the Parent Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04consummate the Transaction; (dv) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Restricted Subsidiary may merge, dissolve, liquidate or wind up its affairs if it owns no material assets, engages consolidate with or into another Person (subject to clause (i)) or be subject to a transaction resulting in no business and otherwise has no activities other than activities related to the maintenance Disposition of its existence and good standing; and (fwhether in one transaction or in a series of transactions) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that so long such assets do Disposition is not constitute a Disposition of all or substantially all of the consolidated assets of the Parent Borrower and its Restricted Subsidiaries, taken as a whole) (whether now owned or hereafter acquired, upon voluntary liquidation or otherwise) to or in favor of any Person in a transaction permitted under Section 7.24; and (vi) any Loan Party or any of its Restricted Subsidiaries may merge, dissolve, liquidate or consolidate with or into any other Person or permit any other Person to merge, dissolve, liquidate or consolidate with or into it; provided that (i) in the case of a merger, dissolution, liquidation or consolidation to which a wholly owned Subsidiary of the Borrower is a party, the Person surviving such merger, dissolution, liquidation or consolidation shall be a wholly owned Subsidiary of the Borrower, (ii) in the case of any merger, dissolution, liquidation or consolidation to which the Borrower is a party, the Borrower is the surviving Person, (iii) in the case of any merger, dissolution, liquidation or consolidation to which any Loan Party is a party, a Loan Party is the surviving Person, and (iv) in the case of a merger, dissolution, liquidation or consolidation to which a Restricted Subsidiary is a party, the Person surviving such merger, dissolution, liquidation or consolidation shall be a Restricted Subsidiary.

Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any of their 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, except that, so long as no Default exists or would result therefrom:‌ (aii) any Subsidiary may merge with (i) the Borrowerinto another Subsidiary; provided that if any party to such merger is a Loan Party, the Borrower Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (biii) any Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Loan Party, and (upon voluntary iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise) dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Parent or Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee merger shall either not be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party;permitted unless also permitted by Section 8.04. (cb) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the Parent type conducted by the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; on the date hereof and businesses reasonably related, ancillary or complementary thereto (d) any Investment permitted by Section 6.06 may be structured as a mergerincluding related, consolidation complementary, synergistic or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages ancillary technologies in no business and otherwise has no activities other than activities related to which the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwiseBorrower is currently engaged), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not(a) Merge, and will not permit any of its Subsidiaries to, merge, dissolve, liquidatereorganize, consolidate or amalgamate with or into another any Person, or Dispose of (liquidate, wind up its affairs or dissolve itself, in each case whether in one a single transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with that (i) the Borrower; a Borrower may be merged or consolidated with or into any of its Subsidiaries provided that the such Borrower shall be the continuing or surviving Person, or (ii) any one Obligor other than the Parent may be merged or more consolidated with or into any other Subsidiaries; Obligor other than the Parent, (iii) any Subsidiary of an Obligor which is not an Obligor may be merged or consolidated with or into any Obligor provided that such Obligor shall be the continuing or surviving corporation, (xiv) when any Wholly-Owned Subsidiary which is merging not an Obligor may be merged or consolidated with another Subsidiaryor into any other Subsidiary that is not an Obligor, (v) any Obligor or Subsidiary thereof may be merged or consolidated with or into any Person in connection with a Wholly-Owned Permitted Asset Disposition, (vi) any Obligor or Subsidiary thereof may be merged or consolidated with or into any Person in connection with a Permitted Acquisition, provided that, if such transaction involves a Borrower, such Borrower shall be the continuing or surviving Person and (yvii) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary not an Obligor may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) at any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), time provided that such assets do dissolution, liquidation or winding up, as applicable, could not constitute all reasonably be expected to have a Material Adverse Effect; or substantially all (b) without providing 10 days prior written notice to Lender, (i) change a Borrower’s name or conduct business under any new fictitious name or (ii) change a Borrower’s FEIN, organizational identification number or state of the consolidated assets of the Parent and its Subsidiariesorganization.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge(a) Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (ai) any Subsidiary Person may merge with (i) the Borrower; , provided that the Borrower shall be is the continuing or surviving Person, or (ii) any one or more other Subsidiaries; a wholly-owned Subsidiary of the Borrower, provided that (x) when any Whollysuch wholly-Owned owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall will be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (bii) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if a wholly-owned Subsidiary of the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyBorrower; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (eiii) any Subsidiary may dissolveliquidate, liquidate sell, transfer, lease or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets if (upon voluntary liquidation or otherwiseA) such transaction is permitted by Section 7.05 and (B) the Borrower has determined in good faith that such action is not materially disadvantageous to the interests of the Lenders; (iv) in connection with any acquisition permitted under Section 7.04(b), any Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such assets do not constitute merger shall be a wholly-owned Subsidiary of the Borrower; and (v) any Subsidiary may dissolve if the purpose of such dissolution is to effect a transaction otherwise permitted under Section 7.04(a)(ii) or (a)(iii). (b) Purchase or acquire the Equity Interests in, or all or substantially all of the consolidated assets property of, any Person except that the Borrower may consummate any such purchase or other acquisition so long as: (i) upon the consummation thereof, such acquisition target would be wholly-owned directly by the Borrower (including as a result of a merger or consolidation): (ii) such acquisition is non-hostile in nature; (iii) the business of the Parent Person to be (or the property of which is to be) so purchased or otherwise acquired shall be predominantly the same business as the business of the Borrower and its Subsidiaries, or, in the Borrower’s judgment, is a business that complements the business of the Borrower; (iv) (A) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby (using Consolidated EBITDA of the Borrower as at the end of the most recently completed fiscal quarter referenced therein (but including any addbacks to Consolidated EBITDA previously approved by the Administrative Agent in connection with prior acquisitions) and Consolidated Funded Indebtedness as of the date of the acquisition, after giving effect to any indebtedness incurred in connection therewith) as reflected, in the case of a Material Acquisition, by a Compliance Certificate demonstrating such compliance; (v) for any Material Acquisition, upon the request of the Administrative Agent, the Borrower shall provide to the Administrative Agent (x) a copy of the purchase agreement and financial projections, together with audited (if available, or otherwise unaudited) financial statements for any Subsidiary to be acquired or created for the preceding two (2) fiscal years or such shorter period of time as such Subsidiary has been in existence, (y) resolutions of the seller authorizing the purchase or other acquisition, and (z) a summary of the Borrower’s results of their standard due diligence review; (vi) for any other purchase or acquisition, the Borrower shall furnish the Administrative Agent with the items set forth in subclause (v) above with the Compliance Certificate prepared for the next fiscal period; and (vii) the Borrower shall have delivered to the Administrative Agent and each Lender, at least five (5) Business Days prior to the date on which any Material Acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, certifying that all of the requirements set forth in this clause (b) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge(a) Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (ai) any Subsidiary Person may merge with (i) the Borrower; , provided that the Borrower shall be is the continuing or surviving Person, or (ii) any one or more other Subsidiaries; a wholly-owned Subsidiary of the Borrower, provided that (x) when any Whollysuch wholly-Owned owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall will be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (bii) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if a wholly-owned Subsidiary of the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyBorrower; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (eiii) any Subsidiary may dissolveliquidate, liquidate sell, transfer, lease or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets if (upon voluntary liquidation or otherwiseA) such transaction is permitted by Section 7.05, and (B) the Borrower has determined in good faith that such action is not materially disadvantageous to the interests of the Lenders; (iv) in connection with any acquisition permitted under Section 7.04(b), any Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such assets do merger shall be a wholly-owned Subsidiary of the Borrower; and (v) any Subsidiary may dissolve if (A) the purpose of such dissolution is to effect a transaction otherwise permitted under Section 7.04(a)(ii) or (a)(iii) or (B) such Subsidiary has no assets, so long as such dissolution would not constitute result in any liability to any Loan Party. (b) Purchase or acquire the Equity Interests in, or all or substantially all of the consolidated assets property of, any Person except that the Borrower may consummate any such purchase or other acquisition so long as: (i) upon the consummation thereof, such acquisition target would be wholly-owned directly by the Borrower (including as a result of a merger or consolidation): (ii) such acquisition is non-hostile in nature; (iii) the business of the Parent Person to be (or the property of which is to be) so purchased or otherwise acquired shall be predominantly the same business as the business of the Borrower and its Subsidiaries, or, in the Borrower’s judgment, is a business that complements the business of the Borrower; (iv) (A) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby (using Consolidated EBITDA of the Borrower as at the end of the most recently completed fiscal quarter referenced therein (but including any addbacks to Consolidated EBITDA previously approved by the Administrative Agent in connection with prior acquisitions) and Consolidated Funded Indebtedness as of the date of the acquisition, after giving effect to any indebtedness incurred in connection therewith) as reflected, in the case of a Material Acquisition, by a Compliance Certificate demonstrating such compliance; (v) for any Material Acquisition, upon the request of the Administrative Agent, the Borrower shall provide to the Administrative Agent (x) a copy of the purchase agreement and financial projections, together with audited (if available, or otherwise unaudited) financial statements for any Subsidiary to be acquired or created for the preceding two (2) fiscal years or such shorter period of time as such Subsidiary has been in existence, (y) resolutions of the seller authorizing the purchase or other acquisition, and (z) a summary of the Borrower’s results of their standard due diligence review; (vi) for any other purchase or acquisition, the Borrower shall furnish the Administrative Agent with the items set forth in subclause (v) above with the Compliance Certificate prepared for the next fiscal period; (vii) the Borrower shall have delivered to the Administrative Agent and each Lender, at least five (5) Business Days prior to the date on which any Material Acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, certifying that all of the requirements set forth in this clause (b) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and (viii) with respect to any stock acquisition, the Person owning the operation to be acquired shall become a Subsidiary Guarantor in accordance with Section 6.12 to the extent it constitutes a Material Subsidiary hereunder.

Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, merge into or consolidate or amalgamate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in a series of transactions) consolidate or amalgamate with it, or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its assets (whether now owned business units, assets, or hereafter acquired) to or in favor of any Personother properties, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary may merge with (i) any Domestic Subsidiary (including the Borrower) may merge into or consolidate or amalgamate with the Borrower as long as the Borrower is the surviving entity or such surviving Person shall assume the obligations of the Borrower hereunder, (ii) [reserved], (iii) any Domestic Subsidiary (other than the Borrower) may merge into or consolidate or amalgamate with any Guarantor (as long as (A) such Guarantor is the surviving entity, (B) such surviving entity becomes a Guarantor substantially concurrently with the consummation of such transaction and complies with Section 5.11 and Section 5.12 or (C) the disposition of such Guarantor would otherwise be permitted under Section 6.05 (other than Section 6.05(l)) or such Loan Party would otherwise be permitted to be redesignated as an Excluded Subsidiary immediately prior to such transaction (and shall be deemed to be so disposed or redesignated)), (iv) [reserved], (v) [reserved], (vi) the Borrower or any of its Subsidiaries may consummate any Investment permitted by Section 6.04 (other than Section 6.04(z)) (whether through a merger, consolidation, amalgamation or otherwise); provided that (A) the surviving entity shall be subject to the requirements of Section 5.11 and Section 5.12 (to the extent applicable) and (B), if the Borrower is a party to such transaction, the Borrower shall be the continuing surviving entity or such surviving PersonPerson shall assume the obligations of such Borrower hereunder, and (vii) the Borrower or any Subsidiary may consummate any sale, transfer or other disposition permitted pursuant to Section 6.05 (iiother than Section 6.05(l)) any one (whether through a merger, consolidation, amalgamation or more other Subsidiariesotherwise); provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary the surviving entity shall be subject to the continuing or surviving Person requirements of Section 5.11 and Section 5.12 (to the extent applicable). In each of the preceding clauses (i) and (yvii) when of this Section 6.03(a), in the case of any Subsidiary that merger, consolidation or amalgamation involving the Borrower, if the Person surviving such merger, consolidation or amalgamation is not the Borrower (any such Person, the “Successor Company”), (A) in the case of a merger, consolidation or amalgamation involving the Borrower, the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) [reserved], (C) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which such Borrower is a Credit Party party, (D) each Guarantor, unless it is merging with another Subsidiarythe other party to such merger, then consolidation or amalgamation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (E) each Guarantor of the Obligations of the Borrower, unless it is the other party to such merger, consolidation or amalgamation, shall have by a supplement to applicable Security Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (F) each mortgagor of a Mortgaged Property, unless it is the other Subsidiary party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (D) and (G) the Successor Company shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents; provided that if the foregoing are satisfied, the Successor Company will succeed to, and be a Credit Party;substituted for, the Borrower under this Agreement. (b) The Borrower will not, and will not permit any Subsidiary to, liquidate or dissolve, except that: (i) any Subsidiary may Dispose transfer, convey, sell, lease, assign or otherwise dispose of all or substantially all any portion of its assets (upon voluntary liquidation liquidation, dissolution, winding-up or otherwiseany similar transaction) to the Parent Borrower or to another Subsidiary; provided that Guarantor, (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (eii) any Subsidiary may dissolve, liquidate or wind up its affairs dissolve if it owns no material assets, engages the Borrower determines in no business good faith that such liquidation or dissolution is in the best interests of the Borrower and otherwise has no activities other than activities related is not materially disadvantageous to the maintenance of its existence and good standing; and Lenders, (fiii) any Subsidiary that is not a Loan Party may Dispose transfer, convey, sell, lease, assign or otherwise dispose of all or substantially all any portion of its assets (upon voluntary liquidation liquidation, dissolution, winding-up or otherwise)any similar transaction) to the Borrower or any Subsidiary, provided that such assets do not constitute (iv) any Guarantor may transfer all or substantially any portion of its assets (upon liquidation, dissolution, winding-up or any similar transaction) to the Borrower or any other Guarantor, (v) the Borrower may transfer, convey, sell, lease, assign or otherwise dispose of all or any portion of its assets (upon liquidation, dissolution, winding-up or any similar transaction) to any other Borrower, (vi) the consolidated Borrower or any Subsidiary may change its legal form, (vii) any merger or amalgamation the purpose and only substantive effect of which is to reincorporate or reorganize the Borrower or any Subsidiary in another jurisdiction in the United States, any state thereof or the District of Columbia shall be permitted and (viii) the Borrower or any Subsidiary may transfer all or any portion of its assets of the Parent and its Subsidiaries(upon liquidation, dissolution, winding-up or any similar transaction) to any Person in order to effect an Investment permitted pursuant to Section 6.04 (other than Section 6.04(z)) or a sale, transfer or other disposition permitted pursuant to Section 6.05 (other than Section 6.05(l)).

Fundamental Changes. The Parent will notEnter into any transaction of merger or consolidation, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another consummate a Division as the Dividing Person, or Dispose of liquidate, wind up or dissolve itself (whether in one transaction or in a series of transactions) all suffer any liquidation or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Persondissolutions), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Wholly Owned Subsidiary or any other Person may merge or consolidate with (i) or into the Borrower; provided that the Borrower shall be is the surviving or continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then of such other Subsidiary shall be a Credit Partytransaction; (b) any Subsidiary of the Borrower may Dispose merge or consolidate with or into any other Subsidiary of all or substantially all of its assets (upon voluntary liquidation or otherwise) the Borrower; provided, however, that, if any Subsidiary party to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Wholly Owned Subsidiary, then the transferee surviving or continuing Person of such transaction shall either be the Parent or another Wholly-a Wholly Owned Subsidiary; provided, further, that, if any Subsidiary and (y) if the transferor in party to such a transaction is a Credit PartyDomestic Subsidiary of the Borrower, then the transferee surviving or continuing Person of such transaction shall be a Credit PartyDomestic Subsidiary; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs if it owns no material at any time; provided that, in the case of a dissolution, liquidation or winding up of affairs of a Domestic Subsidiary, all of its assets, engages in no if any, and ongoing business and otherwise has no activities are distributed or transferred to (i) the Borrower or (ii) any Wholly Owned Domestic Subsidiary; (d) any Person (other than activities related to the maintenance Borrower) may merge into any Subsidiary of its existence and good standingthe Borrower, provided that such Subsidiary of the Borrower is the surviving or continuing Person of such transaction; and (fe) any Subsidiary that is an LLC may Dispose of all or substantially all of its assets (consummate a Division as the Dividing Person if, immediately upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all the consummation of the consolidated Division, the assets of the Parent and its Subsidiariesapplicable Dividing Person are held by the Borrower at such time, or, with respect to assets not so held by the Borrower, such Division, in the aggregate, would otherwise result in a Disposition permitted by Section 6.05(h).

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Wholly- Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person or the surviving Person shall become a Wholly-Owned Guarantor; (b) any Foreign Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries, provided that when any Foreign Subsidiary is merging with a Domestic Subsidiary, the Domestic Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (bc) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04Guarantor; (d) any Investment permitted by Section 6.06 Immaterial Subsidiary may be structured as a mergerwound up, consolidation liquidated or amalgamation;dissolved; and (e) the Subsidiaries of the Borrower may merge or consolidate with any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related Person pursuant to the maintenance of its existence and good standinga Permitted Acquisition; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent Borrower and its SubsidiariesSubsidiaries may make those Dispositions permitted by Section 7.05.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its the assets of any Loan Party or any Subsidiary (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; Timken, provided that the Borrower Timken shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) that, after the Springing Guaranty Date, when any Wholly-Owned Subsidiary Guarantor is merging with another SubsidiarySubsidiary that is not a Guarantor, a Wholly-Owned Subsidiary the Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is or the continuing or surviving Person shall promptly thereafter become a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyGuarantor; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Timken or to another Subsidiary; provided that (x) that, after the Springing Guaranty Date, if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Timken or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then Guarantor or the transferee shall be promptly thereafter become a Credit PartyGuarantor; (c) in connection with any acquisition permitted under Section 8.02, any Subsidiary of Timken may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04Person surviving such merger shall be a wholly owned Subsidiary of Timken; (d) any Investment Disposition permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;8.05; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any that is not a Material Subsidiary may Dispose dissolve or liquidate; provided, however, that in each case, immediately after giving effect thereto, in the case of all or substantially all of its assets (upon voluntary liquidation or otherwise)any such merger to which Timken is a party, provided that such assets do not constitute all or substantially all of Timken is the consolidated assets of the Parent and its Subsidiariessurviving corporation.

Fundamental Changes. The Parent None of the Loan Parties will, or will not, and will not permit any of its Restricted Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (ai) any Restricted Subsidiary may merge merge, dissolve, liquidate or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person, (ii) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (iiiii) any one or more other Restricted Subsidiaries; , provided that (x) when any Wholly-Owned wholly owned Subsidiary is merging with another Subsidiary, a Wholly-Owned such wholly owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (bii) any Subsidiary Loan Party (other than the Company) may Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired, upon voluntary liquidation or otherwise) to the Parent Company or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Loan Party; (ciii) any Restricted Subsidiary that is not a Loan Party may Dispose of (whether in one transaction or in a series of transactions) all or substantially all its assets (whether now owned or hereafter acquired, upon voluntary liquidation or otherwise) to (i) another Restricted Subsidiary that is not a Loan Party or (ii) to a Loan Party; (iv) the Parent Company and its Subsidiaries may make Dispositions permitted by Section 6.04consummate the Transaction and the Permitted Global Reorganization; (dv) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Restricted Subsidiary may merge, dissolve, liquidate or wind up its affairs if it owns no material assets, engages consolidate with or into another Person (subject to clause (i)) or be subject to a transaction resulting in no business and otherwise has no activities other than activities related to the maintenance Disposition of its existence and good standing; and (fwhether in one transaction or in a series of transactions) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that so long such assets do Disposition is not constitute a Disposition of all or substantially all of the consolidated assets of the Parent Borrower and its Restricted Subsidiaries, taken as a whole) (whether now owned or hereafter acquired, upon voluntary liquidation or otherwise) to or in favor of any Person in a transaction permitted under Section 7.24; (vi) any Loan Party or any of its Restricted Subsidiaries may merge, dissolve, liquidate or consolidate with or into any other Person or permit any other Person to merge, dissolve, liquidate or consolidate with or into it; provided that (i) in the case of a merger, dissolution, liquidation or consolidation to which a wholly owned Subsidiary of the Company is a party, the Person surviving such merger, dissolution, liquidation or consolidation shall be a wholly owned Subsidiary of the Company, (ii) in the case of any merger, dissolution, liquidation or consolidation to which the Company or an Additional Borrower is a party, the Company or such Additional Borrower is the surviving Person, (iii) in the case of any merger, dissolution, liquidation or consolidation to which any Loan Party is a party, a Loan Party is the surviving Person, and (iv) in the case of a merger, dissolution, liquidation or consolidation to which a Restricted Subsidiary is a party, the Person surviving such merger, dissolution, liquidation or consolidation shall be a Restricted Subsidiary; and (vii) Each of (i) Sundance International and (ii) RMH GE Holdings I, Inc., a Delaware Corporation (“RMH GE”) may be Disposed of by their parent entities (whether in one transaction or in a series of transactions) to another Restricted Subsidiary, provided that, RMH GE may only be Disposed if, at the time of such disposition, RMH GE no longer owns any interests in the Sundance Domestic Channels and substantially all of its assets consist of interests in Sundance International and/or debt or equity of (or rights to acquire debt or equity of) Foreign Subsidiaries.any Foreign Restricted Subsidiary with assets of less than $5,000,000 may be dissolved or liquidated.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries toExcept in connection with the Restructure Transactions, merge, dissolve, liquidate, or consolidate with or into another Personinto, or convey, transfer, lease or otherwise Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, ; except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom: (a) any Person (other than any Excluded Subsidiary) may merge, dissolve or liquidate into a Borrower; provided that such Borrower is the surviving entity; (b) any Subsidiary (other than any Excluded Subsidiary) may merge merge, dissolve or liquidate with (i) the a Borrower; provided that the such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyPerson; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities (other than activities related to the maintenance of its existence and good standing; and (fany Excluded Subsidiary) any Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to a Borrower or to another Subsidiary; provided that if the seller in such a transaction is a Wholly-Owned Subsidiary, then the purchaser must also be a Wholly-Owned Subsidiary; (d) any Person (other than Eastern or a Borrower) may merge, dissolve or liquidate into any Subsidiary; provided that such assets do not constitute all Subsidiary is the surviving entity; (e) any Dispositions permitted under Section 7.07; and (f) any liquidation or substantially all dissolution of the consolidated assets of the Parent and its SubsidiariesSTP in accordance with applicable Law.

Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any Personof its Subsidiaries (in each case, except thatwhether now owned or hereafter acquired) or liquidate or dissolve; provided that if, so long as at the time thereof and immediately after giving effect thereto, no Default exists or would result therefrom:‌ Event of Default shall have occurred and be continuing, (ai) any Subsidiary of Sila Realty OP may merge with and into Sila Realty OP (i) the Borrower; provided it being understood and agreed that the Borrower shall in any such event Sila Realty OP will be the continuing or surviving Person), or (ii) any one Subsidiary of Sila OP may merge with and into Sila OP (it being understood and agreed that in any such event Sila OP will be the surviving Person), (iii) any Subsidiary of Sila Realty OP or more other Subsidiaries; Sila OP may merge into another Subsidiary of Sila Realty OP or Sila OP, respectively, provided that (x) when if any Wholly-Owned party to such merger is a Subsidiary is merging with another SubsidiaryGuarantor or an Unencumbered Property Owner, a Wholly-Owned the Subsidiary Guarantor or Unencumbered Property Owner, as applicable, shall be the continuing or surviving Person and Person, (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (biv) any Subsidiary of the Borrower may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower, Sila Realty OP, Sila OP, or to a Subsidiary Guarantor, and (upon voluntary v) the liquidation or otherwise) to the Parent dissolution of any Subsidiary of Sila Realty OP or to another Subsidiary; provided Sila OP that does not own any assets will be permitted so long as such Subsidiary is not a Guarantor (x) or if the transferor in such a transaction Subsidiary is a Wholly-Owned SubsidiaryGuarantor, then so long as the transferee shall either be parties comply with the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party;provisions of Section 2.29(a)). (cb) the Parent The Borrower will not, and will not permit any of its Subsidiaries may make Dispositions permitted by Section 6.04; (d) to, engage in any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities the ownership, operation and development of Medical Assets and businesses reasonably related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiariesthereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, Merge or consolidate with or into another Personinto, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:‌therefrom: (a) any Person may merge into the Borrower provided that the Borrower is the surviving entity; (b) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyPerson; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Borrower or to another Subsidiary; provided that if the seller in such a transaction is a Wholly-Owned Subsidiary, then the purchaser must also be the Borrower or a Wholly-Owned Subsidiary; (d) any Person (other than the Borrower or a Subsidiary of the Borrower) may merge into any Subsidiary provided that such assets do not constitute all or substantially all of Subsidiary is the consolidated assets of surviving entity; and (e) the Parent Borrower and its Subsidiarieseach Subsidiary may make Dispositions permitted by Section 7.07.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose (other than as permitted pursuant to Section 7.05) of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than (x) as otherwise permitted pursuant to Sections 7.02 and 7.05 and (y) in connection with a Permitted Acquisition), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe F or p er so na l u se o nl wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary Person, and, provided further that is if a Credit Party Guarantor is merging with another Subsidiary, then such other Subsidiary the Guarantor shall be a Credit Partythe surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary (or to the direct or indirect holder of such Subsidiary’s Equity Interests); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) owned Subsidiary, and, provided further that if the transferor in of such a transaction assets is a Credit PartyGuarantor, then the transferee shall must either be Borrower or a Credit PartyGuarantor; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04;[intentionally omitted]; and (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation Loan Party or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary thereof may Dispose of all or substantially all of the assets of any one or more of its assets Subsidiaries (upon voluntary liquidation or otherwise), ; provided that (i) the assets subject to such assets do not constitute all or substantially all Disposition are less than 5% percent of the consolidated total assets of the Parent Borrower and its SubsidiariesSubsidiaries on a consolidated basis and (ii) the EBITDA of such Subsidiary is less than 5% percent of the EBITDA of Borrower and its Subsidiaries on a consolidated basis.

Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise Dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the Capital Stock of any of their 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, except that, so long as no Default exists or would result therefrom:‌ (aii) any Subsidiary may merge with (i) the Borrowerinto another Subsidiary; provided that if any party to such merger is a Loan Party, the Borrower Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (biii) any Subsidiary may sell, transfer, lease or otherwise Dispose of all or substantially all of its assets to the Borrower or to a Loan Party, and (upon voluntary iv) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise) dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Parent or Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee merger shall either not be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party;permitted unless also permitted by Section 8.04. (cb) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the Parent type conducted by the Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; on the date hereof and businesses reasonably related, ancillary or complementary thereto (d) any Investment permitted by Section 6.06 may be structured as a mergerincluding related, consolidation complementary, synergistic or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages ancillary technologies in no business and otherwise has no activities other than activities related to which the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwiseBorrower is currently engaged), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any a Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge or consolidate with (i) the Parent Borrower; provided that , so long as the Parent Borrower shall be is the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary Domestic Loan Party (other than the Parent Borrower) is merging or consolidating with another Subsidiary, a Wholly-Owned Domestic Loan Party (or, if a Specified Foreign Subsidiary is merging or consolidating into another Subsidiary, a Domestic Loan Party or another Specified Foreign Subsidiary) shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit unless at the time of such merger or consolidation an Investment in an amount equal to the fair market value of the applicable Loan Party is merging with another Subsidiary, then such other Subsidiary shall would be a Credit Partypermitted to be made under Section 7.03; (b) (i) any Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Domestic Loan Party and (ii) any Specified Foreign Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Specified Foreign Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) any Subsidiary which is not a Loan Party may Dispose of all or substantially all its assets to (i) another Subsidiary which is not a Loan Party or (ii) to a Loan Party (including, for the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04avoidance of doubt, as a result of a Disposition which is in the nature of a liquidation); (d) in connection with any Investment Acquisition permitted by under Section 6.06 7.03(f), any Subsidiary of the Parent Borrower may be structured as a merger, consolidation merge into or amalgamationconsolidate with any other Person or permit any other Person to merge into or consolidate with it; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages engage in no business and otherwise has no activities other than activities related to transactions in connection with the maintenance of its existence and good standingTransactions; and (f) the Parent Borrower or any Subsidiary may Dispose make any Disposition permitted by Section 7.05 (other than Section 7.05(e)(i)). Notwithstanding anything herein or any other Loan Document to the contrary, no Loan Party that is a limited liability company may divide itself into two or more limited liability companies (pursuant to a "plan of all or substantially all of its assets (upon voluntary liquidation division" as contemplated under the Delaware Limited Liability Company Act or otherwise), provided that unless any limited liability companies formed as a result of such assets do not constitute all or substantially all of division complies with the consolidated assets of obligations set forth in Section 6.12 and the Parent other further assurances obligations set forth in the Loan Documents and its Subsidiariesbecomes a Guarantor under this Agreement and the other Loan Documents.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Borrower or any Subsidiary may merge with (i) the a Borrower; , provided that the such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; Subsidiaries (other than a Borrower), provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another Subsidiary, a Wholly-Owned Subsidiary the Guarantor shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyPerson; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent a Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be a Borrower or a Guarantor; pr ovide d, fu rt her , th at the Parent or another Wholly-Owned Subsidiary and (y) if Lo an Par ti es sha ll be per mit te d to c ▇▇▇▇▇ ma te the transferor in such a transaction is a Credit Party, then Outdoor Pr oduc ts Group Spin- Of f so long as the transferee shall be a Credit PartyLo an Part ie s ha ve s atisfi ed the Spin -O ff Co nditi ons; (c) in connection with any Permitted Acquisitions or Permitted Business Acquisitions, any Subsidiary of a Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Parent Person surviving such merger shall be a wholly-owned Subsidiary of such Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04(ii) in the case of any such merger to which any Loan Party (other than a Borrower) is a party, such Loan Party is the surviving Person; (d) No Loan Party will, or will permit any Investment of its Subsidiaries to, form any new Subsidiary which is a Foreign Subsidiary, except to the extent permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation;under the definition of “Permitted Foreign Subsidiary Loan and Investment”; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities Any Loan Party (other than activities related a Borrower) that is a corporation may convert to a limited liability company so long as (a) the Organization Documents of such limited liability company are substantially similar to the maintenance Organization Documents of any other Loan Party that is a limited liability company on the Closing Date, (b) the Administrative Agent is satisfied, in its existence sole and good standing; absolute discretion, that the liabilities and obligations of such Loan Party under the Loan Documents continue to be vested in the converted Loan Party and , (fc) any Subsidiary may Dispose the Administrative Agent is provided not less than 10 Business Days prior written notice of such conversion) and (d) the co nv ert ▇▇ ▇▇ an Par ty sha ll ta ke all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all actions as ma y be re quire d to pr ese rve th e va li dit y and pe rfec tion of the consolidated assets of Li ens unde r the Parent and its SubsidiariesCollateral Docum en ts .

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Wholly- Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), ; provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. The Parent Borrower will not, and nor will not it permit any of its Subsidiaries Material Subsidiary to, merge, dissolve, liquidate, merge or consolidate with or into another Personany other Person or sell, lease, transfer or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose otherwise dispose of all or substantially all of its assets (upon voluntary liquidation 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 otherwiseanother 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 Parent 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 may be made of all or any portion of the assets or capital stock of (or other ownership interest in) any ET Entity, or any ET Entity may merge or consolidate with any Person, (vi) Dispositions of accounts and receivables (and other related assets) pursuant to a Receivables Purchase Facility, (vii) Dispositions of Designated Charges and other related assets in connection with the issuance of any Approved Cost Recovery Bonds and (viii) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 6.10; provided that (x) if at the transferor in time of such a transaction is a Wholly-Owned SubsidiaryDisposition, then the transferee no Default shall either be the Parent exist or another Wholly-Owned Subsidiary would result from such Disposition (after giving effect to this clause (viii)) and (y) if the transferor aggregate book value of all property disposed of in such a transaction is a Credit Party, then reliance on this clause (viii) from and after the transferee Closing Date shall be a Credit Party; (c) not exceed 15% of the Parent greater of the total assets of the Borrower and its Subsidiaries may make 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, 20202021 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, 20202021) 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 (viii) above be considered in any determination as to whether any other single or series of Dispositions constituted a sale by Section 6.04; (d) the Borrower or any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Material Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), assets; provided that such assets do not constitute when evaluating whether a Disposition (other than a Disposition permitted pursuant to clauses (i)-(viii) above) constitutes a Disposition of all or substantially all of the consolidated assets of such Person, such determination shall be made on the basis of the relevant assets of such Person and its subsidiaries making such Disposition, excluding for such purpose, such Person’s interests, if any, in the equity or assets of the Parent and its SubsidiariesET Entities (as if such interests in such equity or assets had never been owned by such Person).

Fundamental Changes. The Each of Parent will and Borrower shall not, and will not nor shall it permit any of its Subsidiaries other Loan Party to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another PersonPerson (including without limitation, in connection with any Acquisition), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (any such transaction, a “Fundamental Change”), except that, so long as no Event of Default exists has occurred and is continuing or would result therefrom:‌therefrom: (a) any Subsidiary Loan Party (other than Parent or Borrower) may merge with (i) the Parent or Borrower; , provided that the Borrower Parent or Borrower, as applicable, shall be the continuing or surviving Person, or (ii) any one other Loan Party, or more (iii) any other Subsidiaries; Person provided that (x) when any Wholly-Owned Subsidiary that, if it owns a Borrowing Base Property and is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be not the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiaryentity, then Borrower has complied with Section 4.09 to remove such other Subsidiary shall be a Credit PartyBorrowing Base Property from the Borrowing Base; (b) any Subsidiary Loan Party (other than Parent or Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Loan Party; (c) any Loan Party may Dispose of a Property owned by such Loan Party in the Parent ordinary course of business and its Subsidiaries may make Dispositions permitted by for fair value; provided that if such Property is a Borrowing Base Property, then Borrower shall have complied with Section 6.044.09; (d) Parent or Borrower may, directly or indirectly, merge or consolidate with any Investment permitted by Section 6.06 may other Person so long as (i) Parent or Borrower shall be structured as a merger, consolidation or amalgamationthe survivor thereof; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its Subsidiaries.

Fundamental Changes. (i) The Parent will not, and will Borrower shall not permit any of its Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or, subject to Section 11.1(k), all or any of the stock of any Material Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve. (ii) The Borrower shall not permit any Material Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in favor a series of transactions) all or substantially all of its assets, or all or any of the stock of any Personother Material Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto, no Default exists or would result therefrom:‌ shall have occurred and be continuing, (aA) any Material Subsidiary may merge amalgamate with (i) the Borrower; provided that the Borrower shall be any other Material Subsidiary or with any Subsidiary if the continuing or surviving Personcorporation will become a Material Subsidiary as a result of such amalgamation, or (iiB) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Material Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to another Material Subsidiary or to any Subsidiary which will become a Material Subsidiary as a result of such transaction and (upon voluntary C) any Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise) dissolution is not materially disadvantageous to the Parent or Borrower and the Lenders. (iii) The Borrower shall not, and shall not permit any Material Subsidiary to, engage to another Subsidiary; provided any material extent in any material business that is materially different from businesses of the type conducted (x) if by the transferor in such a transaction is a Wholly-Owned Subsidiary, then Borrower and its Material Subsidiaries on the transferee shall either be the Parent date of execution of this Agreement or another Wholly-Owned Subsidiary and (y) if in respect of any entity that becomes a Material Subsidiary after the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all date of the consolidated assets execution of this Agreement, by such Material Subsidiary on the last day of the Parent Fiscal Quarter immediately preceding the date on which such entity becomes a Material Subsidiary, and its Subsidiariesbusinesses reasonably related or incidental thereto.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, wind up, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit PartyGuarantor hereunder; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent a Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor; (c) any Subsidiary that is not the Parent Borrower may be dissolved or liquidated after assets have been Disposed of in connection with Section 7.05(j) or in connection with the closing of any underperforming restaurant, so long as such dissolution or liquidation does not constitute an Event of Default under Sections 8.01(f) or (g), and its Subsidiaries may make Dispositions permitted by (ii) the Net Cash Proceeds received from such dissolution shall be subject to Section 6.042.06(e)(i); (d) any Investment permitted by Section 6.06 (i) Finance Co. may be structured as a merger, consolidation or amalgamationmerge with and into the Company pursuant to the Finance Co. Merger and (ii) Finance Co. II may merge with and into the Parent Guarantor pursuant to the Finance Co. II Merger; (e) any Subsidiary direct or indirect parent of Parent Guarantor or any special purpose vehicle may dissolvemerge into the Parent Guarantor and the Parent Guarantor may merge into any such entity; provided that at the time of such merger, liquidate such entity shall not be engaging in any business except as contemplated by this Agreement or wind up its affairs if it owns no have any outstanding Indebtedness or other material assets, engages in no business and otherwise has no activities liabilities other than activities related Indebtedness permitted pursuant to Section 7.03 as if the surviving entity had been subject to the maintenance limitations set forth in Section 7.03 provided, further, in each case, that the surviving entity provides, or continues to provide, a Guarantee, a pledge of its existence 100% of the capital stock of the Borrower and good standingwill agree to be subject to the Loan Documents as the Parent Guarantor pursuant to documentation reasonably satisfactory to the Administrative Agent; (f) Parent Guarantor or any direct or indirect parent of Parent Guarantor or any special purpose vehicle may merge with the Company; provided that (i) the Company shall be the continuing or surviving Person, (ii) at the time of such merger, such entity shall not be engaging in any business except as contemplated by this Agreement or have any outstanding Indebtedness or other material liabilities other than Indebtedness permitted pursuant to Section 7.03 as if such entity had been subject to the limitations set forth in Section 7.03 and (iii) at the time of such merger, the Consolidated Leverage Ratio for the immediately preceding four Fiscal Quarter period shall be less than or equal to 4.5:1.0; provided further that immediately after giving effect thereto, the parent company of the Borrower shall provide a Guarantee, a pledge of 100% of the capital stock of the Borrower and will agree to be subject to the Loan Documents as the Parent Guarantor pursuant to documentation reasonably satisfactory to the Administrative Agent; and (fg) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets of the Parent and its SubsidiariesDispositions permitted pursuant to Section 7.05.

Fundamental Changes. (a) The Parent Loan Parties will not, and will not permit any of its their Restricted Subsidiaries to, merge, dissolve, liquidate, (i) merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or liquidate or dissolve or (ii) sell, lease, transfer or otherwise dispose of (whether in one a single 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 in favor all or substantially all of the stock of any Personof its Restricted Subsidiaries (in each case, except that, so long as no Default exists whether now owned or would result therefrom:‌ (a) any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiarieshereafter acquired); provided that (x) when Investments pursuant to Section 7.4(h) are permitted and (y) (i) the Borrower or any Wholly-Owned Restricted Subsidiary may merge with a Person if the Borrower (or a Restricted Subsidiary if the Borrower is merging with not a party to such merger) is the surviving Person, (ii) any Restricted Subsidiary may merge into another Restricted Subsidiary; provided that if any party to such merger is a Guarantor, a Wholly-Owned Subsidiary the Guarantor shall be the continuing or surviving Person and Person, (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (biii) any Restricted Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Guarantor, and (upon voluntary liquidation or otherwiseiv) to the Parent extent it has sold, transferred or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance disposed of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary to the Borrower or to a Guarantor, any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise), provided that such assets do not constitute all or substantially all dissolution is in the best interests of the consolidated assets Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving or constituting an Investment shall not be permitted unless also permitted by Section 7.4, and (z) other than with respect to the Loan Parties, clause (a)(ii) above shall not prohibit a transaction that is otherwise permitted under Section 7.6 hereof. (b) The Loan Parties will not, and will not permit any of their Restricted Subsidiaries to, engage in any business other than businesses of the Parent type conducted by the Loan Parties and its Subsidiariestheir Restricted Subsidiaries on the Closing Date and businesses reasonably related, ancillary or complementary thereto or a reasonable extension thereof.

Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Default exists or would result therefrom:‌shall have occurred and be continuing: (a) any Subsidiary may merge with (i) the Borrower; provided that any Person may merge into the Borrower shall in a transaction in which the Borrower is the surviving corporation and such merger does not result in the Borrower ceasing to be a corporation, partnership or limited liability company organized under the continuing laws of the United States, any state thereof or surviving Person, or the District of Columbia; (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when may merge into any Subsidiary that in a transaction in which the surviving entity is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (biii) the Borrower or any Subsidiary may Dispose of all sell, transfer, lease or substantially all otherwise dispose of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Loan Party, then either (A) the transferee shall must be a Credit Loan Party, or (B) to the extent constituting an Investment, such Investment must be an Investment in a Subsidiary that is not a Loan Party permitted by Section 7.5; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (eiv) any Subsidiary may dissolve, liquidate or wind up its affairs dissolve if it owns no material assets, engages the Borrower determines in no business good faith that such liquidation or dissolution is in the best interests of the Borrower and otherwise has no activities other than activities related is not materially disadvantageous to the maintenance of its existence and good standingLenders; and (fv) the Borrower or any of the Subsidiaries may sell any Subsidiary, or substantially all of the capital stock or assets thereof; provided that (A) any Subsidiary may Dispose such sale is for fair market value, determined in good faith by the Borrower (and, if approval by its board of directors of the sale is required by applicable law or otherwise, such determination shall be approved by its board of directors) and (B) if such sale requires a release of all or substantially all of its assets (upon voluntary liquidation the Collateral of such Subsidiary that is a Loan Party or otherwise), provided that such assets do not constitute all or substantially all of the consolidated assets value of the Parent and Guaranty, each of the Lenders has provided its Subsidiaries.written consent to the extent required by clause (v) of Section 10.2

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or divide into two or more Persons pursuant to a plan of division, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Restricted Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, Person or (ii) the Parent or any one or more other Restricted Subsidiaries; provided that (x) when any Whollywholly-Owned owned Restricted Subsidiary is merging with the Parent or another Restricted Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) shall be the Parent or a wholly-owned Restricted Subsidiary; provided, further, that when any Subsidiary that is a Credit Loan Party is merging with another Subsidiarya Restricted Subsidiary that is not a Loan Party, then such other Subsidiary the continuing or surviving Person shall be a Credit Loan Party; (b) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another SubsidiaryRestricted Subsidiary (and thereafter dissolve, liquidate or wind-up its affairs); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Restricted Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) owned Restricted Subsidiary; provided, further, that if the transferor in such a transaction is a Credit Loan Party, then the transferee shall must either be a Credit the Borrower or another Loan Party; (c) the Parent and its Subsidiaries may make Dispositions any Disposition of a Restricted Subsidiary expressly permitted by Section 6.047.05 may be structured as a merger, consolidation or amalgamation to which such Restricted Subsidiary is a party and as a result of which such Restricted Subsidiary ceases to be a Restricted Subsidiary; (d) any Investment expressly permitted by Section 6.06 7.02 may be structured as a merger, consolidation or amalgamation;; provided that if the Parent or the Borrower is a party thereto, the Parent or the Borrower (as applicable) shall be the continuing or surviving Person; provided, further, that the continuing or surviving Person shall be the Borrower or a Guarantor to the extent required by Section 6.12; and (e) any existing wholly-owned Restricted Subsidiary may dissolvedivide into two or more new wholly-owned Restricted Subsidiaries; provided that if such existing Restricted Subsidiary is a Loan Party, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standingeach new Restricted Subsidiary shall also be an Loan Party immediately following such division; and (f) the Parent may merge with a wholly-owned Subsidiary of the Public Parent or any Subsidiary may Dispose Intermediate Parent, change its name, or convert its type of all or substantially all of its assets (upon voluntary liquidation or otherwise), organization in connection with tax planning activities; provided that the continuing or surviving Person of such assets do not constitute all or substantially all merger is a direct wholly-owned Subsidiary of the consolidated assets of the Public Parent and its Subsidiariesor any Intermediate Parent.

Fundamental Changes. The Parent (a) Neither Intermediate Holdings nor the Borrower will not, and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with Intermediate Holdings or the Borrower, or liquidate or dissolve, nor will Intermediate Holdings or the Borrower sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all the assets of its assets the Borrower and the Subsidiaries, taken as a whole (whether now owned directly or hereafter acquired) to through the sale, transfer, lease or in favor other disposition of any Personthe assets of one or more Subsidiaries), except that, so long as if at the time thereof and immediately after giving effect thereto no Default exists or would result therefrom:‌ (a) shall have occurred and be continuing, any Subsidiary Person may merge with (i) Intermediate Holdings or the Borrower in a transaction in which the surviving entity is a Person organized or existing under the laws of the United States of America, any State thereof, the District of Columbia or the Cayman Islands and, if such surviving entity is not Intermediate Holdings or the Borrower; , as the case may be, such Person expressly assumes, in writing, all the obligations of Intermediate Holdings or the Borrower, as the case may be, under the Loan Documents, provided that any such merger involving a Person that is not a wholly-owned Subsidiary of the Borrower immediately prior to such merger shall not be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person permitted unless also permitted by Sections 6.04 and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party;6.08. (b) Each of Intermediate Holdings and the Borrower will not, and will not permit any Subsidiary may Dispose of all or substantially all of its assets subsidiaries to, engage to any material extent in any business other than (upon voluntary liquidation i) businesses of the type conducted by Intermediate Holdings, the Borrower and the Subsidiaries on the date of execution of this Agreement and businesses reasonably related, ancillary or otherwise) to the Parent or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be the Parent or another Wholly-Owned Subsidiary complementary thereto and (yii) if in the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that such assets do not constitute all or substantially all case of the consolidated assets of the Parent and its SPE Subsidiaries, Permitted Receivables Financings.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌ (a) : any Subsidiary may merge merge, dissolve, liquidate or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (x) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiary, then such other Subsidiary shall be a Credit Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned owned Subsidiary; any Subsidiary and may merge with any Person (y) if other than the transferor Borrower or a Subsidiary in such a transaction is a Credit Party, then the transferee shall be a Credit Party; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04; 7.02(d); provided that (di) the Subsidiary shall be the continuing or surviving Person and (ii) immediately before and after such merger there shall not exist any Investment Default or Event of Default; the Borrower and any Subsidiary may liquidate or dissolve (i) Immaterial Subsidiaries and (ii) Persons whose assets are sold in a Disposition permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) 7.04; the Borrower and any Subsidiary may dissolve, liquidate conduct any such transactions which may be necessary or wind up its affairs if it owns no material assets, engages in no business advisable to complete the Separation Transactions; and otherwise has no activities the Borrower may merge with any Person (other than activities related to the maintenance of its existence and good standinga Subsidiary) in a transaction permitted by Section 7.02(d); and (f) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided that (i) the Borrower shall be the continuing or surviving Person and (ii) immediately before and after such assets do merger there shall not constitute all exist any Default or substantially all Event of the consolidated assets of the Parent and its SubsidiariesDefault.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another PersonPerson (including by division), or Dispose (other than as permitted pursuant to Section 7.05) of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any PersonPerson (other than (x) as otherwise permitted pursuant to Sections 7.02 and 7.05 and (y) in connection with a Permitted Acquisition or Permitted Foreign Acquisition), except that, so long as no Default exists or would result therefrom:‌therefrom: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Whollywholly-Owned owned Subsidiary is merging with another Subsidiary, a Whollythe wholly-Owned owned Subsidiary shall be the continuing or surviving Person and (y) when any Subsidiary Person, and, provided further that is if a Credit Party Guarantor is merging with another Subsidiary, then such other Subsidiary the Guarantor shall be a Credit Partythe surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution, winding up, division or otherwise) to the Parent Borrower or to another Subsidiary (or to the direct or indirect holder of such Subsidiary’s Equity Interests); provided that (x) if the transferor in such a transaction is a Whollywholly-Owned owned Subsidiary, then the transferee shall must either be the Parent Borrower or another Whollya wholly-Owned Subsidiary and (y) owned Subsidiary, and, provided further that if the transferor in of such a transaction assets is a Credit PartyGuarantor, then the transferee shall must either be Borrower or a Credit PartyGuarantor; (c) the Parent and its Subsidiaries may make Dispositions permitted by Section 6.04;[intentionally omitted]; and (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation Loan Party or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its existence and good standing; and (f) any Subsidiary thereof may Dispose of all or substantially all of the assets of any one or more of its assets Subsidiaries (upon voluntary liquidation liquidation, dissolution, winding up, division or otherwise), ; provided that (i) the assets subject to such assets do not constitute all or substantially all Disposition are less than 5% percent of the consolidated total assets of the Parent Borrower and its SubsidiariesSubsidiaries on a consolidated basis and (ii) the EBITDA of such Subsidiary is less than 5% percent of the EBITDA of Borrower and its Subsidiaries on a consolidated basis.

Fundamental Changes. The Parent will not, and will not permit any of its Subsidiaries to, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:‌: (a) any Subsidiary may merge with (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; , provided that (x) when any Wholly-Owned Subsidiary Guarantor is merging with another Subsidiary, a Wholly-Owned Subsidiary the Guarantor shall be the continuing or surviving Person (except with respect to a merger of the Parent and (y) when any Subsidiary that is a Credit Party is merging with another Subsidiarythe Borrower, then such other Subsidiary in which case, the Borrower shall be a Credit Partythe continuing or surviving Person); (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another SubsidiarySubsidiary of the Borrower; provided that (x) if the transferor in such a transaction is a Wholly-Owned SubsidiaryGuarantor, then the transferee shall must either be the Parent Borrower or another Wholly-Owned Subsidiary and (y) if the transferor in such a transaction is a Credit Party, then the transferee shall be a Credit PartyGuarantor; (c) so long as no Default exists or would result therefrom, any Subsidiary of the Parent and its Subsidiaries Borrower may make Dispositions merge with or consolidated with any Person in connection with (i) a Permitted Acquisition; provided that if the acquirer is a Loan Party, then the Loan Party shall be the continuing or surviving Person or (ii) any Disposition permitted by Section 6.04;7.05; and (d) so long as no Default exists or would result therefrom, any Investment permitted by Section 6.06 Subsidiary of the Borrower may be structured as a merger, consolidation liquidate or amalgamation; (e) dissolve or the Parent or any Subsidiary may dissolvesell, liquidate transfer, lease or wind up its affairs if it owns no material assetsotherwise Dispose of the assets or Equity Interests of any Subsidiary if, engages in no business each case, the Borrower determines in good faith that such liquidation, dissolution, sale, transfer, lease or other Disposition is in the best interests of the Borrower and otherwise has no activities other than activities related is not disadvantageous to the maintenance of its existence and good standing; and Lenders (fit being understood that any reorganization, liquidation, dissolution, transfer, or other Disposition (a “Reorganization”) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), provided shall not be deemed disadvantageous to the Lenders solely due to the fact that such assets do not constitute all Reorganization results in or substantially all causes the release of the consolidated assets of the Parent and its SubsidiariesCollateral otherwise obtained pursuant to Section 6.13 or Section 6.14).