Common use of Mergers, Consolidations and Sales of Assets Clause in Contracts

Mergers, Consolidations and Sales of Assets. (a)(x) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge into or consolidate with any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary), (iii) any merger or consolidation of a Restricted Subsidiary (other than a NY Real Property Subsidiary) will be permitted in connection with an Investment permitted by Sections 6.05(h) or 6.05(j) and (iv) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines in good faith that such liquidation or dissolution or merger is in the best interests of the Borrower and could not reasonably be expected to result in a Material Adverse Effect;

Mergers, Consolidations and Sales of Assets. From the Signing Date, the Borrower will not, nor will it cause or permit any of its Restricted Subsidiaries to: (a)(xa) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or (yb) sell, transfer, lease, issue or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Restricted Subsidiary (other than a Subsidiary that will be a NY Real Property Subsidiary) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Restricted Subsidiary (other than a Subsidiary that will be a NY Real Property Subsidiary) may merge into or consolidate with any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary), (iii) any merger or consolidation of a Restricted Subsidiary (other than a Subsidiary that will be a NY Real Property Subsidiary) will be permitted in connection with an Investment which would be permitted by Sections 6.05(h) or 6.05(j) and (iv) any Restricted Subsidiary (other than a Subsidiary that will be a NY Real Property Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines in good faith that such liquidation or dissolution or merger is in the best interests of the Borrower and could not reasonably be expected to result in a Material Adverse Effect;.

Mergers, Consolidations and Sales of Assets. (a)(xa) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the BorrowerBorrowers, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) for the avoidance of doubt, the Borrowers and any Restricted Subsidiary may purchase inventory, equipment and other assets in the ordinary course of business, (other than a NY Real Property Subsidiaryii) (w) any wholly owned Subsidiary may liquidate or dissolve or merge or consolidate into either of the Borrower Borrowers in a transaction in which either of the Borrower Borrowers is the surviving corporation, (iix) any Restricted wholly owned Subsidiary (other than a NY Real Property Subsidiary) may merge merge, liquidate, dissolve into or consolidate with any other Restricted wholly owned Subsidiary in a transaction in which the surviving entity is a Restricted wholly owned Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic SubsidiaryParty), (iiiy) any merger or consolidation of a Restricted Subsidiary (other than a NY Real Property Subsidiary) will be permitted in connection with an Investment permitted by Sections 6.05(h) or 6.05(j) and (iv) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the U.S. Borrower determines in good faith that such liquidation or dissolution or merger is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders and (z) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrowers or a Subsidiary Guarantor (provided that if such Subsidiary is a Subsidiary Guarantor, the transferee in such transaction shall be a Borrower or a Subsidiary Guarantor), (iii) the Borrowers and could the Subsidiaries may make any Investment permitted by Section 6.04 by way of merger, consolidation or amalgamation, (iv) for the avoidance of doubt, the Borrowers and the Restricted Subsidiaries may sell or otherwise dispose of assets in transactions that do not reasonably be expected constitute an Asset Sale or are permitted pursuant to result clause (b) below, (v) the Borrowers and the other Restricted Subsidiaries may consummate the Transactions and the Merger; (vi) any Restricted Subsidiary may merge, dissolve, liquidate, amalgamate, consolidate with or into another Person in order to effect an Asset Sale permitted pursuant to clause (b) below or a Material Adverse Effect;sale, transfer or other disposition of assets that does not constitute an Asset Sale; and (vii) the Borrowers and any Restricted Subsidiary may make dispositions permitted by Section 6.04, this Section 6.05(a) and Section 6.06 and incur Liens permitted by Section 6.02.

Mergers, Consolidations and Sales of Assets. (a)(x) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge into or consolidate with any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and Party, (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary and (C) a Core Collateral Subsidiary, the surviving entity shall be a Core Collateral Subsidiary), (iii) any merger or consolidation of a Restricted Subsidiary (other than a NY Real Property Subsidiary) will be permitted in connection with an Investment permitted by Sections 6.05(hSection 6.05(g), 6.05(j) or 6.05(j6.05(l) and (iv) any Restricted Subsidiary (other than a NY Real Property Core Collateral Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines in good faith that such liquidation or dissolution or merger is in the best interests of the Borrower and could not reasonably be expected to result in a Material Adverse Effect;.

Mergers, Consolidations and Sales of Assets. (a)(xa) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue or otherwise dispose Dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the BorrowerBorrower or any Restricted Subsidiary. Except that, except that if so long as at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing continuing, (iA) any Wholly Owned Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge into Parent or the Borrower in a transaction in which Parent or the Borrower Borrower, as the case may be, is the surviving corporation, (iiB) any Wholly Owned Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge into or consolidate with any other Wholly Owned Material Restricted Subsidiary in a transaction in which the surviving entity is a Wholly Owned Material Restricted Subsidiary and no Person other than Parent, the Borrower or a Wholly Owned Material Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary)consideration, (iii) any merger or consolidation of a Restricted Subsidiary (other than a NY Real Property Subsidiary) will be permitted in connection with an Investment permitted by Sections 6.05(h) or 6.05(j) and (ivC) any Restricted Subsidiary that is not a Wholly Owned Material Restricted Subsidiary may merge into or consolidate with any other Restricted Subsidiary that is not a Wholly Owned Material Restricted Subsidiary, (other than a NY Real Property SubsidiaryD) any Restricted Subsidiary may liquidate or dissolve or, solely for purposes or change its form of reincorporating in a different jurisdiction, merge entity if the Borrower determines in good faith that such liquidation or liquidation, dissolution or merger change is in the best interests of the Borrower and could is not reasonably materially disadvantageous to the Lenders, (E) any merger or consolidation may be expected consummated in connection with a Permitted Acquisition, provided that following any such merger or consolidation (i) involving the Borrower, the Borrower is the surviving entity and (ii) involving a Wholly Owned Material Restricted Subsidiary, the surviving or resulting entity shall be a Wholly Owned Material Restricted Subsidiary and (F) any other merger may be consummated in connection with a Disposition otherwise permitted pursuant to result in a Material Adverse Effectclause (b) below;

Mergers, Consolidations and Sales of Assets. (a)(x) Merge In the case of the Company and any Significant Subsidiary, merge with or into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of the its assets (whether now owned or hereafter acquired) of the Borrower), except (a) that the Company and any Significant Subsidiary may sell inventory or receivables in the ordinary course of business, (b) that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have has occurred and be is continuing (i) any Restricted Significant Subsidiary (other than which is not a NY Real Property Subsidiary) Subsidiary Guarantor may merge into with or into, or sell, transfer, lease or otherwise dispose of all or any substantial part of its assets to, the Borrower in Company or a transaction in which the Borrower is the surviving corporation, Wholly-Owned Consolidated Subsidiary; PROVIDED that such Wholly-Owned Consolidated Subsidiary shall thereafter be deemed a Significant Subsidiary hereunder and (ii) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge with or into, or sell, transfer, lease or otherwise dispose of all or any substantial part of its assets to the Company or any Subsidiary Guarantor and (iii) any Credit Party or any other Significant Subsidiary may merge with or into or consolidate with any other Restricted Subsidiary in a transaction in which Person if the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any corporation in such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary), (iii) any merger or consolidation shall be such Credit Party or such Significant Subsidiary; PROVIDED that in each case under clause (b) above the Company shall have delivered to the Banks a certificate of a Restricted Subsidiary Financial Officer of the Company and an opinion of counsel for the Company, each stating that such consolidation, merger, sale, transfer, lease or other disposition complies with this Section 6.03 and that all conditions precedent herein provided for relating to such transaction have been complied with and (other than a NY Real Property Subsidiaryc) will be permitted in connection with an Investment as otherwise permitted by Sections 6.05(h) or 6.05(j) Section 5.01(a); and (iv) PROVIDED FURTHER that it is understood that this Section 6.03 does not place any Restricted Subsidiary (other than a NY Real Property Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines in good faith that such liquidation or dissolution or merger is in the best interests of the Borrower and could restriction on securitization transactions which are not reasonably be expected to result in a Material Adverse Effect;otherwise prohibited hereunder.

Mergers, Consolidations and Sales of Assets. (a)(xa) Merge into into, amalgamate or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of Holdings and the BorrowerSubsidiaries, taken as a whole, except that (i) the Transactions shall be permitted and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (iA) any Restricted Subsidiary Person (other than an Originator or a NY Real Property Securitization Subsidiary) may merge into the into, amalgamate with or consolidate with any Borrower in a transaction in which the such Borrower is the surviving corporation, (iiB) any Restricted Person (other than an Originator or a Securitization Subsidiary) may merge into, amalgamate with or consolidate with any Subsidiary (other than an Originator or a NY Real Property Securitization Subsidiary) may merge into or consolidate with any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic SubsidiaryParty), (iiiC) any merger or consolidation of a Restricted Subsidiary (other than a NY Real Property any Borrower, any Originator or any Securitization Subsidiary) will be permitted may merge into, amalgamate with or consolidate with any other Person in connection with an Investment order to effect a Permitted Acquisition or other acquisition permitted by Sections 6.05(h) or 6.05(j) Section 6.04 and (ivD) any Restricted Subsidiary (other than a NY Real Property Subsidiaryany Borrower) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge merge, amalgamate or consolidate as contemplated in the Transactions or if such transaction is not adverse to the Borrower Lenders in any material respect and if Holdings determines in good faith that such liquidation or dissolution dissolution, merger, amalgamation or merger consolidation is in the best interests interest of Holdings and the Borrower and could not reasonably be expected to result in Subsidiaries, taken as a Material Adverse Effect;whole.

Mergers, Consolidations and Sales of Assets. (a)(x) Merge into or -------------------------------------------- consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the its assets (whether now owned or hereafter acquired) of the Borrower), except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Restricted wholly owned Subsidiary (other than a NY Real Property Subsidiary) may merge into the Borrower Parent in a transaction in which the Borrower Parent is the surviving corporation, (ii) any Restricted wholly owned Subsidiary (other than a NY Real Property Subsidiary) may merge into or consolidate with any other Restricted wholly owned Subsidiary in a transaction in which the surviving entity is a Restricted wholly owned Subsidiary and no Person person other than the Borrower Parent or a Restricted wholly owned Subsidiary receives any consideration (iii) any Subsidiary may sell or transfer through coinsurance, reinsurance or otherwise all or substantially all of its assets to a wholly owned Subsidiary (provided that if any party to any the Subsidiary so selling or -------- transferring assets is a Restricted Subsidiary the Subsidiary receiving such transaction is (A) a Loan Party, the surviving entity of such transaction assets shall also be a Loan Party and (B) a Domestic Restricted Subsidiary, all of whose stock and other equity interests have been pledged and delivered to the surviving entity of such transaction Collateral Agent under the Pledge Agreement); provided however that this Section 6.04 shall be a Domestic Subsidiary), (iii) not -------- prohibit any merger or consolidation of in which the surviving entity is a Restricted wholly owned Subsidiary (other than and such merger or consolidation would have constituted a NY Real Property Subsidiary) will be permitted in connection with an Investment permitted by Sections 6.05(h) Permitted Acquisition if it had been structured as a stock or 6.05(j) and (iv) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines in good faith that such liquidation or dissolution or merger is in the best interests of the Borrower and could not reasonably be expected to result in a Material Adverse Effect;asset purchase.

Mergers, Consolidations and Sales of Assets. (a)(xa) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the BorrowerBorrowers, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) for the avoidance of doubt, the Borrowers and any Restricted Subsidiary may purchase inventory, equipment and other assets in the ordinary course of business, (other than a NY Real Property Subsidiaryii) (w) any Subsidiary may liquidate or dissolve or merge or consolidate into either of the Borrower Borrowers in a transaction in which either of the Borrower Borrowers is the surviving corporation, (iix) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge merge, liquidate, dissolve into or consolidate with any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic SubsidiaryParty), (iiiy) any merger or consolidation of a Restricted Subsidiary (other than a NY Real Property Subsidiary) will be permitted in connection with an Investment permitted by Sections 6.05(h) or 6.05(j) and (iv) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the U.S. Borrower determines in good faith that such liquidation or dissolution or merger is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders and (z) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to a Borrower or any other Subsidiary (provided that if such transferor Subsidiary is a Subsidiary Guarantor, the transferee in such transaction shall be a Borrower or a Subsidiary Guarantor), (iii) the Borrowers and could the Subsidiaries may make any Investment permitted by Section 6.04 by way of merger, consolidation or amalgamation, (iv) for the avoidance of doubt, the Borrowers and the Restricted Subsidiaries may sell or otherwise dispose of assets in transactions that do not reasonably be expected constitute an Asset Sale or are permitted pursuant to result clause (b) below, (v) [reserved]; (vi) any Restricted Subsidiary may merge, dissolve, liquidate, amalgamate, consolidate with or into another person in order to effect an Asset Sale permitted pursuant to clause (b) below or a Material Adverse Effect;sale, transfer or other disposition of assets that does not constitute an Asset Sale; and (vii) the Borrowers and any Restricted Subsidiary may make dispositions permitted by Section 6.04, this Section 6.05(a) and Section 6.06 and incur Liens permitted by Section 6.02.

Mergers, Consolidations and Sales of Assets. Be a party to any merger, consolidation or share exchange, or sell, transfer, lease or otherwise dispose of all or any substantial part of its assets or Property, including any disposition of assets or Property as part of a sale and leaseback transaction, or in any event sell or discount (a)(xwith or without recourse) Merge into any of its notes or consolidate with any other Personaccounts receivable, or permit any Subsidiary so to do; provided, however, that, subject to compliance with the other Person negative covenants in this Section 7.02, this Section shall not apply to, nor operate to merge into or consolidate with itprevent, or liquidate or dissolve, or (y) sell, transfer, lease, issue or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge into the Borrower in being a transaction in which party to any merger where the Borrower is the surviving corporationPerson if, after giving effect to such merger, no Default or Event of Default would then exist, (ii) any Restricted Subsidiary (other than a NY Real Property SubsidiaryA) may merge merging into or consolidate with any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or (B) being a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction merger which does not involve the Borrower where a Subsidiary is (A) a Loan Party, the surviving entity Person if, after giving effect to such merger, no Default or Event of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary)Default would then exist, (iii) the Borrower or any merger or consolidation Subsidiary from selling its inventory in the ordinary course of a Restricted Subsidiary (other than a NY Real Property Subsidiary) will be permitted in connection with an Investment permitted by Sections 6.05(h) or 6.05(j) and its business, (iv) any Restricted dissolution of an inactive Subsidiary (other than a NY Real Property Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines in good faith that such liquidation or dissolution or merger is in the best interests of the Borrower and could would not reasonably be expected to result in have a Material Adverse Effect;, if, after giving effect to such dissolution, no Default or Event of Default would then exist, and (v) any Like-Kind Exchange. For the avoidance of doubt, the limitation on disposition of a “substantial” amount or part of the assets of the Borrower as used in this Section shall mean a limitation of not greater than 10% (excluding Like-Kind Exchanges) of the total consolidated assets of the Borrower per fiscal year over all transactions during that year (computed based upon the total consolidated assets of the Borrower set forth on the consolidated balance sheet of Borrower prepared as of the last day of the previous fiscal year). The consideration paid for any assets or Property in any sale, transfer, lease or other disposition of assets or Property permitted by this Section 7.02(a): (y) must be Fair Market Value for such assets or Property and (z) must be at least 75% in the form of cash or cash equivalents.

Mergers, Consolidations and Sales of Assets. (a)(xa) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the BorrowerAdministrative Borrower or any Restricted Subsidiary, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Wholly Owned Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge into or consolidate with the Administrative Borrower or any other Loan Party in a transaction in which the Administrative Borrower or such other Loan Party is the surviving corporationPerson; provided that such merger or consolidation does not result in the Administrative Borrower or such other Loan Party ceasing to be organized under the laws of the United States, any state thereof or the District of Columbia, (ii) any Wholly Owned Restricted Subsidiary (other than that is not a NY Real Property Subsidiary) Loan Party may merge into or consolidate with any other Wholly Owned Restricted Subsidiary that is not a Loan Party in a transaction in which the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary), (iii) any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary may merge into or consolidate with any other Restricted Subsidiary so long as, if one such Subsidiary is a Wholly Owned Restricted Subsidiary, such Wholly Owned Restricted Subsidiary shall survive and continue to be a Wholly Owned Restricted Subsidiary immediately following such merger or consolidation of a consolidation, (iv) the Administrative Borrower and any Restricted Subsidiary (other than a NY Real Property Subsidiary) will be permitted in connection with an Investment may make Investments permitted by Sections 6.05(h) or 6.05(j) and Section 6.04, (ivv) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (other than a NY Real Property Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines in good faith that such upon voluntary liquidation or dissolution otherwise) to any Loan Party and any Loan Party may sell or merger is in otherwise dispose of, or part with control of any or all of, the best interests Equity Interests of any Subsidiary to a Loan Party, (vi) to the extent otherwise permitted by this Agreement (including Section 6.05(b)), the Administrative Borrower or any of its Subsidiaries may sell all or substantially all of the Borrower assets of any of their Subsidiaries and could not reasonably (vii) the Transactions may be expected to result in a Material Adverse Effect;consummated. 118

Mergers, Consolidations and Sales of Assets. (a)(x) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Restricted Subsidiary and/or MergerCo (other than whether a NY Real Property SubsidiaryRestricted Subsidiary or not) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge into or consolidate with any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and Party, (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary and (C) a Core Collateral Subsidiary, the surviving entity shall be a Core Collateral Subsidiary), (iii) any merger or consolidation of a Restricted Subsidiary (other than a NY Real Property Subsidiary) will be permitted in connection with an Investment permitted by Sections 6.05(hSection 6.05(g), 6.05(j) or 6.05(j6.05(l) and (iv) any Restricted Subsidiary (other than a NY Real Property Core Collateral Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines in good faith that such liquidation or dissolution or merger is in the best interests of the Borrower and could not reasonably be expected to result in a Material Adverse Effect;.

Mergers, Consolidations and Sales of Assets. (a)(xa) Merge into or consolidate with any other Personperson, or permit any other Person person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the BorrowerBorrowers, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) for the avoidance of doubt, the Borrowers and any Restricted Subsidiary may purchase inventory, equipment and other assets in the ordinary course of business, (other than a NY Real Property Subsidiaryii) (w) any wholly owned Subsidiary may liquidate or dissolve or merge or consolidate into either of the Borrower Borrowers in a transaction in which either of the Borrower Borrowers is the surviving corporation, (iix) any Restricted wholly owned Subsidiary (other than a NY Real Property Subsidiary) may merge merge, liquidate, dissolve into or consolidate with any other Restricted wholly owned Subsidiary in a transaction in which the surviving entity is a Restricted wholly owned Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic SubsidiaryParty), (iiiy) any merger or consolidation of a Restricted Subsidiary (other than a NY Real Property Subsidiary) will be permitted in connection with an Investment permitted by Sections 6.05(h) or 6.05(j) and (iv) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the U.S. Borrower determines in good faith that such liquidation or dissolution or merger is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders and (z) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrowers or a Subsidiary Guarantor (provided that if such Subsidiary is a Subsidiary Guarantor, the transferee in such transaction shall be a Borrower or a Subsidiary Guarantor), (iii) the Borrowers and could the Subsidiaries may make any Investment permitted by Section 6.04 by way of merger, consolidation or amalgamation, (iv) for the avoidance of doubt, the Borrowers and the Restricted Subsidiaries may sell or otherwise dispose of assets in transactions that do not reasonably be expected constitute an Asset Sale or are permitted pursuant to result clause (b) below, (v) the Borrowers and the other Restricted Subsidiaries may consummate the Transactions and the Merger; (vi) any Restricted Subsidiary may merge, dissolve, liquidate, amalgamate, consolidate with or into another Person in order to effect an Asset Sale permitted pursuant to clause (b) below or a Material Adverse Effect;sale, transfer or other disposition of assets that does not constitute an Asset Sale; and (vii) the Borrowers and any Restricted Subsidiary may make dispositions permitted by Section 6.04, this Section 6.05(a) and Section 6.06 and incur Liens permitted by Section 6.02. 109

Mergers, Consolidations and Sales of Assets. Be a party to any merger, consolidation or share exchange, or sell, transfer, lease or otherwise dispose of all or any substantial part of its assets or Property, including any disposition of assets or Property as part of a sale and leaseback transaction, or in any event sell or discount (a)(xwith or without recourse) Merge into any of its notes or consolidate with any other Personaccounts receivable, or permit any Subsidiary so to do; provided, however, that, subject to compliance with the other Person negative covenants in this Section 7.02, this Section shall not apply to, nor operate to merge into or consolidate with itprevent, or liquidate or dissolve, or (y) sell, transfer, lease, issue or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge into the Borrower in being a transaction in which party to any merger where the Borrower is the surviving corporationPerson if, after giving effect to such merger, no Default or Event of Default would then exist, (ii) any Restricted Subsidiary (other than a NY Real Property SubsidiaryA) may merge merging into or consolidate with any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or (B) being a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction merger which does not involve the Borrower where a Subsidiary is (A) a Loan Party, the surviving entity Person if, after giving effect to such merger, no Default or Event of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary)Default would then exist, (iii) the Borrower or any merger or consolidation Subsidiary from selling its inventory in the ordinary course of a Restricted Subsidiary (other than a NY Real Property Subsidiary) will be permitted in connection with an Investment permitted by Sections 6.05(h) or 6.05(j) and its business, (iv) any Restricted dissolution of an inactive Subsidiary (other than a NY Real Property Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines in good faith that such liquidation or dissolution or merger is in the best interests of the Borrower and could would not reasonably be expected to result in have a Material Adverse Effect;, if, after giving effect to such dissolution, no Default or Event of Default would then exist, and (v) any Like-Kind Exchange. For the avoidance of doubt, the limitation on disposition of a "substantial" amount or part of the assets of the Borrower as used in this Section shall mean (w) a limitation of not greater than 10% (excluding Like-Kind Exchanges) of the total consolidated assets of the Borrower per fiscal year over all transactions during that year (computed based upon the total consolidated assets of the Borrower set forth on the consolidated balance sheet of Borrower prepared as of the last day of the previous fiscal year) and (x) an aggregate limitation of not greater than 25% (excluding Like-Kind Exchanges) of the total consolidated assets of the Borrower from the Effective Date to the Commitment Termination Date (computed based upon the total consolidated assets of the Borrower set forth on the consolidated balance sheet of Borrower prepared as of March 2, 2002 and described in Section 5.01(h)). The consideration paid for any assets or Property in any sale, transfer, lease or other disposition of assets or Property permitted by this Section 7.02(a): (y) must be Fair Market Value for such assets or Property and (z) must be at least 75% in the form of cash or cash equivalents.

Mergers, Consolidations and Sales of Assets. (a)(x) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the BorrowerBorrower or the Company, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Restricted Subsidiary (other than the Company) and/or MergerCo (whether a NY Real Property SubsidiaryRestricted Subsidiary or not) may merge into the Borrower or the Company in a transaction in which the Borrower or the Company, as the case may be, is the surviving corporation, (ii) any Restricted Subsidiary (other than a NY Real Property Subsidiarythe Company) may merge into or consolidate with any other Restricted Subsidiary (other than the Company) in a transaction in which the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a an Opco 84 Loan Party, the surviving entity of such transaction shall be a an Opco Loan Party and Party, (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary and (C) a Core Collateral Subsidiary, the surviving entity shall be a Core Collateral Subsidiary), (iii) any merger or consolidation of a Restricted Subsidiary (other than a NY Real Property Subsidiarythe Company) will be permitted in connection with an Investment permitted by Sections 6.05(hSection 6.05(g), 6.05(j) or 6.05(j6.05(l) and (iv) any Restricted Subsidiary (other than the Company or a NY Real Property Core Collateral Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines and the Company determine in good faith that such liquidation or dissolution or merger is in the best interests of the Borrower and the Company and could not reasonably be expected to result in a Material Adverse Effect;.

Mergers, Consolidations and Sales of Assets. (a)(xa) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the BorrowerBorrower or any Restricted Subsidiary, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Wholly Owned Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge into or consolidate with the Borrower or any other Loan Party in a transaction in which the Borrower or such other Loan Party is the surviving corporationPerson; provided that such merger or consolidation does not result in the Borrower or such other Loan Party ceasing to be organized under the laws of the United States, any state thereof or the District of Columbia, (ii) any Wholly Owned Restricted Subsidiary (other than that is not a NY Real Property Subsidiary) Loan Party may merge into or consolidate with any other Wholly Owned Restricted Subsidiary that is not a Loan Party in a transaction in which the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary), (iii) any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary may merge into or consolidate with any other Restricted Subsidiary so long as, if one such Subsidiary is a Wholly Owned Restricted Subsidiary, such Wholly Owned Restricted Subsidiary shall survive and continue to be a Wholly Owned Restricted Subsidiary immediately following such merger or consolidation of a consolidation, (iv) the Borrower and any Restricted Subsidiary (other than a NY Real Property Subsidiary) will be permitted in connection with an Investment may make Investments permitted by Sections 6.05(h) or 6.05(j) and Section 6.04, (ivv) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (other than upon voluntary liquidation or otherwise) to any Loan Party and any Loan Party may sell or otherwise dispose of, or part with control of any or all of, the Equity Interests of any Subsidiary to a NY Real Property SubsidiaryLoan Party, (vi) may liquidate or dissolve orto the extent otherwise permitted by this Agreement (including Section 6.05(b)), solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines in good faith that such liquidation or dissolution any of its Subsidiaries may sell all or merger is in the best interests substantially all of the Borrower assets of any of their Subsidiaries and could not reasonably (vii) the Transactions may be expected to result in a Material Adverse Effect;consummated.

Mergers, Consolidations and Sales of Assets. (a)(x) Merge In the case of the Company and any Significant Subsidiary, merge with or into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of the its assets (whether now owned or hereafter acquired) of the Borrower), except (a) that the Company and any Significant Subsidiary may sell inventory or receivables in the ordinary course of business, (b) that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have has occurred and be is continuing (i) any Restricted Significant Subsidiary (other than which is not a NY Real Property Subsidiary) Subsidiary Guarantor may merge into with or into, or sell, transfer, lease or otherwise dispose of all or any substantial part of its assets to, the Borrower in Company or a transaction in which the Borrower is the surviving corporation, Wholly-Owned Consolidated Subsidiary; provided that such Wholly-Owned Consolidated Subsidiary shall thereafter be deemed a Significant Subsidiary hereunder and (ii) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge with or into, or sell, transfer, lease or otherwise dispose of all or any substantial part of its assets to the Company or any Subsidiary Guarantor and (iii) any Credit Party or any other Significant Subsidiary may merge with or into or consolidate with any other Restricted Subsidiary in a transaction in which Person if the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any corporation in such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary), (iii) any merger or consolidation shall be such Credit Party or such Significant Subsidiary; provided that in each case under clause (b) above the Company shall have delivered to the Banks a certificate of a Restricted Subsidiary Financial Officer of the Company and an opinion of counsel for the Company, each stating that such consolidation, merger, sale, transfer, lease or other disposition complies with this Section 6.03 and that all conditions precedent herein provided for relating to such transaction have been complied with and (other than a NY Real Property Subsidiaryc) will be permitted in connection with an Investment as otherwise permitted by Sections 6.05(hSection 5.01(a); and provided further that it is understood that this Section 6.03 does not place any restriction on securitization transactions (including the Permitted Receivables Financing) or 6.05(j) and (iv) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines in good faith that such liquidation or dissolution or merger is in the best interests of the Borrower and could which are not reasonably be expected to result in a Material Adverse Effect;otherwise prohibited hereunder.

Mergers, Consolidations and Sales of Assets. (a)(xa) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the BorrowerAdministrative Borrower or any Restricted Subsidiary, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Wholly Owned Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge into or consolidate with the Administrative Borrower or any other Loan Party in a transaction in which the Administrative Borrower or such other Loan Party is the surviving corporationPerson; provided that such merger or consolidation does not result in the Administrative Borrower or such other Loan Party ceasing to be organized under the laws of the United States, any state thereof or the District of Columbia, (ii) any Wholly Owned Restricted Subsidiary (other than that is not a NY Real Property Subsidiary) Loan Party may merge into or consolidate with any other Wholly Owned Restricted Subsidiary that is not a Loan Party in a transaction in which the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary), (iii) any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary may merge into or consolidate with any other Restricted Subsidiary so long as, if one such Subsidiary is a Wholly Owned Restricted Subsidiary, such Wholly Owned Restricted Subsidiary shall survive and continue to be a Wholly Owned Restricted Subsidiary immediately following such merger or consolidation of a consolidation, (iv) the Administrative Borrower and any Restricted Subsidiary (other than a NY Real Property Subsidiary) will be permitted in connection with an Investment may make Investments permitted by Sections 6.05(h) or 6.05(j) and Section 6.04, (ivv) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (other than a NY Real Property Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines in good faith that such upon voluntary liquidation or dissolution otherwise) to any Loan Party and any Loan Party may sell or merger is in otherwise dispose of, or part with control of any or all of, the best interests Equity Interests of any Subsidiary to a Loan Party, (vi) to the extent otherwise permitted by this Agreement (including Section 6.05(b)), the Administrative Borrower or any of its Subsidiaries may sell all or substantially all of the Borrower assets of any of their Subsidiaries and could not reasonably (vii) the Transactions may be expected to result in a Material Adverse Effect;consummated. 123

Mergers, Consolidations and Sales of Assets. (a)(xa) Merge into into, amalgamate or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of Holdings and the BorrowerSubsidiaries, taken as a whole, except that (i) [reserved], (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (iA) any Restricted Subsidiary (other than a NY Real Property Subsidiary) Person may merge into the into, amalgamate with or consolidate with any Borrower in a transaction in which the such Borrower is the surviving corporation, (iiB) any Restricted Subsidiary (other than a NY Real Property Subsidiary) Person may merge into into, amalgamate with or consolidate with any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic SubsidiaryParty), (iiiC) any merger or consolidation of a Restricted Subsidiary (other than any Principal Borrower) may merge into, amalgamate with or consolidate with any other Person in order to effect [[5517420]] #93623000v7 134 a NY Real Property Subsidiary) will be permitted in connection with an Investment Permitted Acquisition or other acquisition permitted by Sections 6.05(h) or 6.05(j) Section 6.04 and (ivD) any Restricted Subsidiary (other than a NY Real Property Subsidiaryany Principal Borrower) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge merge, amalgamate or consolidate if such transaction is not adverse to the Borrower Lenders in any material respect and if Holdings determines in good faith that such liquidation or dissolution dissolution, merger, amalgamation or merger consolidation is in the best interests interest of Holdings and the Subsidiaries, taken as a whole and (iii) any Asset Sale (other than one in which Holdings or a Principal Borrower and could not reasonably is sold or otherwise disposed of) that complies with clause (b) below shall be expected to result in a Material Adverse Effect;permitted.

Mergers, Consolidations and Sales of Assets. (a)(xa) Merge Holdings will not, and will not permit any Borrower to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or person unless (yi) sell, transfer, lease, issue or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, and (ii) the person formed by such consolidation or into which Holdings or such Borrower is merged shall be a person organized and existing under the laws of (x) in the case of Holdings and the U.S. Borrower, the United States of America, any Restricted Subsidiary State thereof or the District of Columbia, and (other than a NY Real Property Subsidiaryy) may merge into or consolidate with in case of any other Restricted Subsidiary Borrower, the jurisdiction of such Borrower or, if the Administrative Agent and each applicable Lender to such Borrower are reasonably satisfied that such Lenders may make loans and other extensions of credit to such Borrower in the applicable currency or currencies in the proposed jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense, any other jurisdiction, and, in each case, shall expressly assume pursuant to an instrument executed and delivered to the Administrative Agent, and in form and substance reasonably satisfactory to the Administrative Agent, Holding’s or such Borrower’s, as the case may be, obligations for performance of every covenant of this Agreement on the part of such person to be performed (unless, in the case of a transaction in which the surviving entity is a Restricted Subsidiary and no Person Borrower other than the U.S. Borrower, such Borrower or will cease to be a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, upon the surviving entity consummation of such transaction shall be a Loan Party and (B) a Domestic Subsidiary, the surviving entity conditions for release of such transaction Borrower pursuant to Section 9.25 are satisfied). For the avoidance of doubt, this Section 6.04 shall be only apply to a Domestic Subsidiary), (iii) any merger or consolidation of in which Holdings or the applicable Borrower is not the surviving person. Upon any consolidation by Holdings or a Restricted Subsidiary (other than a NY Real Property Subsidiary) will be permitted in connection Borrower with an Investment permitted by Sections 6.05(h) or 6.05(j) and (iv) any Restricted Subsidiary (other than a NY Real Property Subsidiary) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines in good faith that such liquidation or dissolution or merger by Holdings or a Borrower into any other person, the successor person formed by such consolidation or into which Holdings or such Borrower is in merged shall succeed to, and be substituted for, and may exercise every right and power of, Holdings or such Borrower under this Agreement with the best interests of the same effect as if such successor person had been named as Holdings or such Borrower and could not reasonably be expected to result in a Material Adverse Effect;herein.

Mergers, Consolidations and Sales of Assets. (a)(xa) (x) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, or (y) sell, transfer, lease, issue or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any Restricted Subsidiary (other than a NY Real Property Subsidiarythe Funded L/C SPV) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Restricted Subsidiary (other than a NY Real Property Subsidiarythe Funded L/C SPV) may merge into or consolidate with any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and no Person other than the Borrower or a Restricted Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party and Party, (B) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary and (C) a Core Collateral Subsidiary, the surviving entity shall be a Core Collateral Subsidiary), (iii) any merger or consolidation of a Restricted Subsidiary (other than a NY Real Property Subsidiarythe Funded L/C SPV) will be permitted in connection with an Investment permitted by Sections 6.05(hSection 6.05(g), 6.05(j) or 6.05(j6.05(l) and (iv) any Restricted Subsidiary (other than a NY Real Property SubsidiaryCore Collateral Subsidiary and the Funded L/C SPV) may liquidate or dissolve or, solely for purposes of reincorporating in a different jurisdiction, merge if the Borrower determines in good faith that such liquidation or dissolution or merger is in the best interests of the Borrower and could not reasonably be expected to result in a Material Adverse Effect;.