Common use of Merger, Consolidation Clause in Contracts

Merger, Consolidation. The Borrower and Guarantors will not, and will not permit any of their respective Subsidiaries to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower, (iii) any dissolution of a Subsidiary of the Borrower that owns no assets, (iv) dispositions permitted by §8.8, (v) a merger of a Person with the Borrower or a Subsidiary of the Borrower, so long as (A) such Person was organized under the laws of the United States of America or one of its states; (B) the surviving Person shall be the Borrower or such Subsidiaries of the Borrower; (C) the Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice of such merger; (D) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) following such merger, Parent Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, and (vi) Investments constituting asset acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default exists immediately before or would exist after giving effect thereto.

Merger, Consolidation. The Borrower and Guarantors Company will not, and will not permit any of their respective Subsidiaries Subsidiary to, become be a party to any dissolutionmerger or consolidation or sell, liquidation, disposition of lease or otherwise transfer all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a single transaction or series of transactions which transactions, provided that the Company may have a similar effect as any merge or consolidate with, or sell all or substantially all of its assets to, another Person if all of the foregoing, except for following conditions are met: (ia) the merger surviving or consolidation of one acquiring entity is a solvent corporation or more of the Subsidiaries of the Borrower with limited liability company organized and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower, (iii) any dissolution of a Subsidiary of the Borrower that owns no assets, (iv) dispositions permitted by §8.8, (v) a merger of a Person with the Borrower or a Subsidiary of the Borrower, so long as (A) such Person was organized existing under the laws of the United States or any State thereof (including the District of America or one of its statesColumbia); (Bb) the surviving Person or acquiring corporation or limited liability company, if not the Company, shall be the Borrower or such Subsidiaries have executed and delivered to each Purchaser and each holder of a Note its assumption of the Borrowerdue and punctual performance and observance of each covenant and condition of this Agreement and the Notes; and (Cc) immediately before and immediately after giving effect to such transaction, the Borrower shall have given surviving or acquiring corporation or limited liability company would be in compliance with Section 10.3 (provided that, in the Agent at least ten (10) Business Days’ prior written notice case of Section 10.3(a), all Indebtedness is determined as of such merger; (D) such merger is completed time and not as a result of negotiations with the approval of the board last day of directors or similar body of such Person the immediately preceding fiscal quarter) and is not a so called “hostile takeover”; (E) following such merger, Parent Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, and (vi) Investments constituting asset acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default exists shall have occurred and be continuing; provided, further, that any Subsidiary may merge or consolidate with or into the Company, any other Subsidiary or any other Person so long as (1) immediately before or and immediately after giving effect to such transaction, the Company would exist be in compliance with Section 10.3 (provided that, in the case of Section 10.3(a), all Indebtedness is determined as of such time and not as of the last day of the immediately preceding fiscal quarter), (2) at the time of such transaction and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (3) in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation and (4) in any merger or consolidation involving any Subsidiary and any other Person (other than the Company or another Subsidiary), (i) such Subsidiary shall be the surviving or continuing entity or (ii) such other Person shall become a Subsidiary as of the effective time of the merger or consolidation. No such sale, lease or other transfer of all or substantially all of the assets of the Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement or the Notes.

Merger, Consolidation. The Borrower and Guarantors will not, and nor will not Borrower permit REIT or any of their respective Subsidiaries to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower, (iii) any dissolution of a Subsidiary of the Borrower that owns no assets, (iv) dispositions permitted by §8.8, and (v) a merger of a Person with (x) Borrower (so long as Borrower is the Borrower surviving entity) or (y) a Subsidiary of the BorrowerBorrower (other than a Subsidiary which is a Subsidiary Guarantor or a Subsidiary that in either case directly or indirectly owns an Unencumbered Property), so long as (A) in the case of a merger with a Subsidiary of Borrower organized under the laws of a political subdivision of the United States, such Person was organized under the laws of the United States of America or one of its states; (B) if such Subsidiary is a Subsidiary Guarantor, such Subsidiary is the survivor of such merger, and if such Subsidiary is not a Subsidiary Guarantor, the surviving Person shall be the Borrower or such Subsidiaries of is controlled by the Borrower; (C) the Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice of such merger; (D) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) following such merger, Parent Company the Borrower and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, ; and (viF) Investments constituting asset acquisitions such merger, together with all other mergers permitted by this §8.3 8.4(v) and which are consummated in the same fiscal year as such merger, shall not mergers, reorganizations, consolidations or business combinationsincrease the Gross Asset Value by more than fifty percent (50%) of the Gross Asset Value as of the end of the previous fiscal year; provided that no such merger, merger or consolidation or acquisition shall be permitted in the event that a Default or Event of Default exists immediately before or would exist after giving effect thereto.

Merger, Consolidation. The Borrower and Guarantors will not, and nor will not Borrower permit REIT or any of their respective Subsidiaries to, become a party to any dissolution(a) dissolve, liquidationliquidate, disposition dispose of all or substantially all of its assets or (b) consummate a business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoingforegoing (any of the foregoing transactions in this clause (b), for purposes of this §8.4 (other than §8.4(xii)), a “merger”), except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower, (iii) any dissolution of a Subsidiary of the Borrower (A) that owns no assetsassets or (B) if Borrower determines in good faith that such liquidation or dissolution is in the best interests of Borrower and is not materially disadvantageous to the Lenders, provided that (x) Borrower or a Guarantor receives any assets of such dissolved or liquidated Subsidiary if such dissolved or liquidated Subsidiary was a Guarantor at the time of such liquidation or dissolution and (y) the provisions of §5.2(b) (to the extent that such Subsidiary is a Subsidiary Guarantor at the time of such dissolution) and §7.22 are satisfied, (iv) dispositions permitted by §8.8, (vv)(A) a merger of a Person with Borrower, so long as Borrower is the surviving entity, (B) a merger of (1) the general partner of a Person simultaneously merging with Borrower or a Subsidiary of the BorrowerBorrower with (2) General Partner, so long as General Partner is the surviving entity and the provisions of §7.21 are not violated, (AC) a merger of an entity that has elected to obtain and qualifies for REIT Status and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, with the REIT, so long as the REIT is the surviving entity and the provisions of §7.21 are not violated, and (D) a merger of a Person with a Subsidiary of Borrower (other than an Unencumbered Property Subsidiary or a Subsidiary that in either case directly or indirectly owns an Unencumbered Property unless with respect to an Unencumbered Property Subsidiary the terms of §7.22(a)(iii) are satisfied), in each instance so long as (u) in the case of a merger with REIT, General Partner, Borrower or a Subsidiary of Borrower organized under the laws of a political subdivision of the United States, such Person was organized under the laws of the United States of America or one of its states; (Bv) if such Subsidiary is a Subsidiary Guarantor or an Unencumbered Property Subsidiary, such Subsidiary is the survivor of such merger or with the prior written approval of Agent, becomes a Subsidiary Guarantor, and if such Subsidiary is not a Subsidiary Guarantor, the surviving Person shall be the Borrower or such Subsidiaries of the is controlled by Borrower; (Cw) the Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice prior to consummation of such merger; (Dx) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (Ey) following such merger, Parent Company Borrower and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14; and (z) such merger, together with all other mergers permitted by this §8.4(v) and consummated in the same fiscal year as such merger, shall not increase the Gross Asset Value by more than fifty percent (50%) of the Gross Asset Value as of the end of the previous fiscal year; and (vi) Investments constituting asset or stock acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger, merger or consolidation or acquisition shall be permitted in the event that a Default or Event of Default exists immediately before or would exist after giving effect thereto.

Merger, Consolidation. The Borrower and Guarantors will not, and will not permit any of their respective Subsidiaries to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is an Initial Subsidiary Guarantor or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower, (iii) any dissolution of a Subsidiary of the Borrower (other than a Subsidiary Guarantor) that owns no assets, (iv) dispositions permitted by §8.8, (v) a merger of a Person with the Borrower or a Subsidiary of the BorrowerBorrower (other than a Subsidiary which is an Initial Subsidiary Guarantor or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)), so long as (A) such Person was organized under the laws of the United States of America or one of its states; (B) the surviving Person shall be the Borrower or such Subsidiaries of the Borrower; (C) the Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice of such merger; (D) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) following such merger, Parent Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, and (vi) Investments constituting asset acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default exists immediately before or would exist after giving effect thereto.

Merger, Consolidation. The Borrower and Guarantors will not, and will not permit any of their respective Subsidiaries to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower, (iii) any dissolution of a Subsidiary of the Borrower that owns no assets, (iv) dispositions permitted by §8.8, (v) a merger of a Person with the Borrower or a Subsidiary of the Borrower, so long as (A) such Person was organized under the laws of the United States of America or one of its states; (B) the surviving Person shall be the Borrower or such Subsidiaries of the Borrower; (C) the Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice of such merger; (D) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) following such merger, Parent 115 Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, and (vi) Investments constituting asset acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default exists immediately before or would exist after giving effect thereto.

Merger, Consolidation. The Borrower and Guarantors will not, and nor will not Borrower permit REIT or any of their respective Subsidiaries to, become a party to any dissolution(a) dissolve, liquidationliquidate, disposition dispose of all or substantially all of its assets or (b) consummate a business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoingforegoing (any of the foregoing transactions in this clause (b), for purposes of this §8.4 (other than §8.4(xii)), a “merger”), except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower, (iii) any dissolution of a Subsidiary of the Borrower (A) that owns no assetsassets or (B) if Borrower determines in good faith that such liquidation or dissolution is in the best interests of Borrower and is not materially disadvantageous to the Lenders, provided that (x) Borrower or a Guarantor receives any assets of such dissolved or liquidated Subsidiary if such dissolved or liquidated Subsidiary was a Guarantor at the time of such liquidation or dissolution and (y) the provisions of §5.2(b) (to the extent that such Subsidiary is a Subsidiary Guarantor at the time of such dissolution) and §7.22 are satisfied, (iv) dispositions permitted by §8.8, (vv)(A) a merger of a Person with Borrower, so long as Borrower is the surviving entity, (B) a merger of (1) the general partner of a Person simultaneously merging with Borrower or a Subsidiary of the BorrowerBorrower with (2) General Partner, so long as General Partner is the surviving entity and the provisions of §7.21 are not violated, (AC) a merger of an entity that has 112 elected to obtain and qualifies for REIT Status and which is the general partner or other owner of a Person simultaneously merging with Borrower or a Subsidiary of Borrower, with the REIT, so long as the REIT is the surviving entity and the provisions of §7.21 are not violated, and (D) a merger of a Person with a Subsidiary of Borrower (other than an Unencumbered Property Subsidiary or a Subsidiary that in either case directly or indirectly owns an Unencumbered Property unless with respect to an Unencumbered Property Subsidiary the terms of §7.22(a)(iii) are satisfied), in each instance so long as (v) in the case of a merger with REIT, General Partner, Borrower or a Subsidiary of Borrower organized under the laws of a political subdivision of the United States, such Person was organized under the laws of the United States of America or one of its states; (Bw) if such Subsidiary is a Subsidiary Guarantor or an Unencumbered Property Subsidiary, such Subsidiary is the survivor of such merger or with the prior written approval of Agent, becomes a Subsidiary Guarantor, and if such Subsidiary is not a Subsidiary Guarantor, the surviving Person shall be the Borrower or such Subsidiaries of the is controlled by Borrower; (Cx) the Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice prior to consummation of such merger; (Dy) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; and (Ez) following such merger, Parent Company Borrower and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, ; and (vi) Investments constituting asset or stock acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger, merger or consolidation or acquisition shall be permitted in the event that a Default or Event of Default exists immediately before or would exist after giving effect thereto.

Merger, Consolidation. The Neither GKK, the Borrower and Guarantors will not, and will not permit nor any of their respective Subsidiaries to, will become a party to any merger, consolidation or other business combination, dissolution, liquidation, or disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, except for (ia) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person)Borrower, (iib) the merger or consolidation of two or more Subsidiaries of the Borrower, (iiic) any dissolution of a Subsidiary of the Borrower that owns no assets, may merge or consolidate with or into any other Person (ivother than GKK) dispositions permitted by §8.8, (v) a merger of a Person with the Borrower or a Subsidiary of the Borrower, so long as (A) such Person was organized under the laws of the United States of America or one of its states; (B) the surviving Person shall be the Borrower or such Subsidiaries of the Borrower; (Ci) the Borrower shall have given is the Agent at least ten surviving entity, (10) Business Days’ prior written notice of such merger; (Dii) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and action is not hostile, (iii) the other Persons involved in such merger or consolidation are engaged in a so called “hostile takeover”; (E) following such merger, Parent Company and its Subsidiaries will continue line of business in which the Borrower is permitted to be engaged solely in the businesses permitted by §7.14engage, and (viiv) Investments constituting asset acquisitions permitted by §8.3 and which are not mergersafter giving effect to such merger or consolidation, reorganizations, consolidations or business combinations; provided that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default exists immediately before shall exist, (d) GKK may merge or would exist consolidate with or into any other Person (other than Borrower) so long as (i) GKK is the surviving entity, (ii) such action is not hostile, (iii) the other Persons involved in such merger or consolidation are engaged in a line of business in which the Borrower is permitted to engage, and (iv) after giving effect theretoto such merger or consolidation, no Default or Event of Default shall exist, or (e) a Subsidiary of GKK (other than the Borrower) may merge or consolidate with or into any other Person (other than GKK or the Borrower) so long as (i) such Subsidiary is the surviving entity, (ii) such action is not hostile, (iii) the other Persons involved in such merger or consolidation are engaged in a line of business in which the Borrower is permitted to engage, and (iv) after giving effect to such merger or consolidation, no Default or Event of Default shall exist.

Merger, Consolidation. The Borrower Borrower, PSB and the other Guarantors will not, and will not permit any of their respective Subsidiaries to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination combination, or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoingforegoing without the prior written consent of the Majority Banks, except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event where the Borrower will be is the surviving Person)entity, (ii) the merger or consolidation of two or more Subsidiaries of the Borrower, and (iii) any dissolution of a Subsidiary the merger or consolidation of the Borrower with any other Person (excluding PSB), provided that owns no assets, (iv) dispositions permitted by §8.8, (v) a merger of a Person with the Borrower or a Subsidiary of the Borrower, so long as (A) the Borrower is the surviving entity in such Person was organized under the laws of the United States of America merger or one of its states; consolidation, (B) the surviving Person assets or business acquired by Borrower as a part of such merger shall be consistent with the business activities conducted by the Borrower or such Subsidiaries as of the Borrower; date of this Agreement, (C) immediately prior to such merger or consolidation the Borrower shall have given provided to the Agent at least ten a Compliance Certificate prepared on a pro-forma basis (10) Business Days’ prior written notice and adjusted in the best good faith estimate of such merger; (D) the Borrower to give effect to such merger is completed as a result of negotiations with the approval of the board of directors or similar body of consolidation) demonstrating that after giving effect to such Person and is not a so called “hostile takeover”; (E) following such mergermerger or consolidation, Parent Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, and (vi) Investments constituting asset acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default exists immediately before or would exist shall exist, and (D) after giving effect theretoto such merger or consolidation, no Default or Event of Default shall exist.

Merger, Consolidation. The Borrower and Guarantors will not, and nor will not Borrower permit REIT or any of their respective Subsidiaries to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the Borrower, (iii) any dissolution of a Subsidiary of the Borrower that owns no assets, (iv) dispositions permitted by §8.8, and (v) a merger of a Person with the Borrower or a Subsidiary of the BorrowerBorrower (other than a Subsidiary which is a Subsidiary Guarantor that directly or indirectly owns an Unencumbered Asset), so long as (A) in the case of a merger with a Subsidiary of Borrower organized under the laws of a political subdivision of the United States, such Person was organized under the laws of the United States of America or one of its states; (B) if such Subsidiary is a Subsidiary Guarantor, such Subsidiary is the survivor of such merger, and if such Subsidiary is not a Subsidiary Guarantor, the surviving Person shall be the Borrower or such Subsidiaries of is controlled by the Borrower; (C) the Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice of such merger; (D) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) following such merger, Parent Company the Borrower and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, ; and (viF) Investments constituting asset acquisitions such merger, together with all other mergers permitted by this §8.3 8.4(v) and which are consummated in the same fiscal year as such merger, shall not mergers, reorganizations, consolidations or business combinationsincrease the Gross Asset Value by more than fifty percent (50%) of the Gross Asset Value as of the end of the previous fiscal year; provided that no such merger, merger or consolidation or acquisition shall be permitted in the event that a Default or Event of Default exists immediately before or would exist after giving effect thereto.

Merger, Consolidation. The Borrower and Guarantors No Credit Party will not, and will not permit any of their respective Subsidiaries to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, Division, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoingforegoing (including a Division), in each case without the prior written consent of the Required Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Collateral Property Owner) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the BorrowerBorrower (other than any Collateral Property Owner), or (iii) in connection with the release of all Collateral owned by such Credit Party. Notwithstanding anything to the contrary in this §8.4 or in §8.9, the Borrower shall not, and shall not permit any dissolution other Credit Party or any of a Subsidiary their Subsidiaries to, consummate (i) any sale, merger, transfer, or any similar transaction with respect to any Real Estate or Equity Interests in any Person if the value or consideration of such transaction, together with the value or consideration of all other similar transactions consummated in the immediately preceding twelve months, would exceed twenty percent (20%) of the Borrower that owns no assetsTotal Asset Value on such date, (iv) dispositions permitted by §8.8, (v) a merger of a Person with the Borrower or a Subsidiary of the Borrower, so long as (A) such Person was organized under the laws of the United States of America or one of its states; (B) the surviving Person shall be the Borrower or such Subsidiaries of the Borrower; (C) unless the Borrower shall have given delivered to the Agent Agent, at least ten five (105) Business Days’ Days prior to the expected consummation date for such transaction, written notice of such merger; transaction (Dwith reasonable detail) such merger is completed as together with a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) following such merger, Parent Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, and (vi) Investments constituting asset acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided Compliance Certificate evidencing that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default exists immediately before or would exist after giving effect theretoto such transaction or result therefrom, or (ii) any proposed merger that would result in an increase of 25% or more in Total Asset Value or that involves the Borrower or Parent Guarantor and Borrower or Parent Guarantor will not be the surviving Person of such merger, unless the Borrower shall have delivered to the Agent, at least five (5) Business Days prior to the expected consummation date for such merger, written notice of such transaction (with reasonable detail), and the Required Lenders shall have consent to such merger in writing prior to the consummation thereof.

Merger, Consolidation. The Borrower and Guarantors Other than with respect to any disposition expressly permitted under Section 8.8, Borrowers will not, and nor will not it permit any of their respective Subsidiaries or any Guarantors to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisitioncombination, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing. Notwithstanding the foregoing, except for so long as no Default or Event of Default has occurred and is continuing immediately before and after giving effect thereto and no Change of Control would occur, the following shall be permitted without the consent of Administrative Agent or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower Borrowers with and into the a Borrower (it being understood and agreed that that, in any such event the Borrower event, if Parent is a party to such transaction, Parent will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of Borrowers; provided that no such merger or consolidation shall involve any Subsidiary that is a Borrower unless a Borrower will be the Borrowersurviving Person, (iii) any the merger, liquidation or dissolution of a any Subsidiary of the a Borrower that owns no assetsdoes not own any assets so long as any assets previously owned by such Subsidiary were disposed of in accordance with this Agreement, (iv) dispositions permitted by §8.8the merger of a Borrower that is the owner or lessee of a Collateral Property with and into a Subsidiary of Trilogy Investors in order to effect a release of a Collateral Property pursuant to Section 5.3, (v) the merger or consolidation of one or more Guarantors with and into a Guarantor (it being understood and agreed that, in any such event, if Trilogy Investors is a party to such transaction, Trilogy Investors will be the surviving Person), (vi) the merger or consolidation of two or more Subsidiaries of a Person with the Guarantor that are not a Guarantor, a Borrower or a Subsidiary of the a Borrower, (vii) the merger, liquidation or dissolution of any Subsidiary of a Guarantor that is not also a Guarantor, a Borrower or a Subsidiary of Borrower that does not own any assets so long as (A) any assets previously owned by such Person was organized under the laws Subsidiary were disposed of the United States of America or one of its states; (B) the surviving Person shall be the Borrower or such Subsidiaries of the Borrower; (C) the Borrower shall have given the Agent at least ten (10) Business Days’ prior written notice of such merger; (D) such merger is completed as a result of negotiations in accordance with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) following such merger, Parent Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14this Agreement, and (viviii) Investments constituting asset acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such any merger, consolidation or acquisition shall other business combination to effect an Investment permitted under Section 8.3 (it being understood and agreed that in any such event (A) if a Borrower is a party to such a transaction, 131 a Borrower will be permitted in the event that surviving Person and (B) if Parent is a Default or Event of Default exists immediately before or would exist after giving effect theretoparty to such transaction, Parent will be the surviving Person).

Merger, Consolidation. The Borrower and Guarantors No Transaction Party will not, and will not permit any of their respective Subsidiaries to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Majority Lenders except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower (other than any Subsidiary that is a Pool Property Owner) with and into the Borrower (it being understood and agreed that in any such event the Borrower will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the BorrowerBorrower (other than any Subsidiary that is a Pool Property Owner), or (iii) any dissolution in connection with the release of a Subsidiary of all Pool Properties owned by such Pool Property Owner. Notwithstanding anything to the Borrower that owns no assets, (iv) dispositions permitted by contrary in this §8.4 or in §8.8, the Borrower shall not, and shall not permit any other Credit Party or any of their Subsidiaries to, consummate (vi) a merger any sale, merger, transfer, or any similar transaction with respect to any Real Estate or Equity Interests in any Person if the value or consideration of a Person such transaction, together with the Borrower value or a Subsidiary consideration of all other similar transactions consummated in the immediately preceding twelve months, would exceed fifteen percent (15%) of the BorrowerTotal Asset Value on such date, so long as (A) such Person was organized under the laws of the United States of America or one of its states; (B) the surviving Person shall be the Borrower or such Subsidiaries of the Borrower; (C) unless the Borrower shall have given delivered to the Agent Agent, at least ten five (105) Business Days’ Days prior to the expected consummation date for such transaction, written notice of such merger; transaction (Dwith reasonable detail) such merger is completed as together with a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) following such merger, Parent Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, and (vi) Investments constituting asset acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided Compliance Certificate evidencing that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default exists immediately before or would exist after giving effect theretoto such transaction or result therefrom, or (ii) any proposed merger that would resulting in an increase of 25% or more in Total Asset Value or that involves the Borrower or REIT Guarantor and Borrower or REIT Guarantor will not be the surviving Person of such merger, unless the Borrower shall have delivered to the Agent, at least five (5) Business Days prior to the expected consummation date for such merger, written notice of such transaction (with reasonable detail), and the Majority Lenders shall have consent to such merger in writing prior to the consummation thereof.

Merger, Consolidation. The Borrower Borrowers and Guarantors will not, and will not permit any of their respective Subsidiaries to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, except for (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower QTLP (other than any Subsidiary that is a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)) with and into the Borrower QTLP (it being understood and agreed that in any such event the Borrower QTLP will be the surviving Person), (ii) the merger or consolidation of two or more Subsidiaries of the BorrowerQTLP (other than a Borrower or a Guarantor), (iii) any dissolution of a Subsidiary of the QTLP (other than a Borrower or a Guarantor) that owns no assets, (iv) dispositions permitted by §8.8, (v) a merger of a Person with the Borrower QTLP or a Subsidiary of the QTLP (other than a Subsidiary which is a Borrower, QTS Richmond TRS or an Additional Subsidiary Guarantor (or any direct or indirect owners of such Subsidiaries)), so long as (A) such Person was organized under the laws of the United States of America or one of its states; (B) if the surviving Person shall be the Borrower QTLP if QTLP is a party thereto or such Subsidiaries of the BorrowerQTLP; (C) the Borrower Borrowers’ Representative shall have given the Agent at least ten (10) Business Days’ prior written notice of such merger; (D) such merger is completed as a result of negotiations with the approval of the board of directors or similar body of such Person and is not a so called “hostile takeover”; (E) following such merger, Parent Company and its Subsidiaries will continue to be engaged solely in the businesses permitted by §7.14, and (vi) Investments constituting asset acquisitions permitted by §8.3 and which are not mergers, reorganizations, consolidations or business combinations; provided that no such merger, consolidation or acquisition shall be permitted in the event that a Default or Event of Default exists immediately before or would exist after giving effect thereto.