Common use of Mergers; Dissolution Clause in Contracts

Mergers; Dissolution. No Borrower Party will merge or consolidate with or into any Person, unless such Borrower Party is the surviving entity, nor shall Adviser merge or consolidate with or into any Person, unless Adviser is the surviving entity or the Borrower has delivered to the Administrative Agent an opinion of counsel acceptable to the Administrative Agent, stating that any such consolidation or merger and any supplemental agreement executed in connection therewith is legal, valid and binding with respect to the Adviser and that the security interest granted by the Adviser hereunder remains unaffected and perfected and setting forth such other matters as the Administrative Agent may reasonably request, provided however, that if any such merger involves two or more Borrower Parties or a Borrower Party and Adviser, such merger shall not be consummated without prior confirmation from Administrative Agent that its Liens in the Collateral, after giving effect to such merger, have been preserved, or receipt by Administrative Agent of documentation it reasonably requires to so preserve such Liens. Neither any Borrower Party nor Adviser will take any action to dissolve or terminate such Borrower Party or Adviser, including, without limitation, any action to sell or dispose of all or substantially all of the property of such Borrower Party or Adviser.