Common use of Restriction on Fundamental Changes Clause in Contracts

Restriction on Fundamental Changes. The Borrower shall not, nor shall permit any of its Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Each of Group and the Borrower shall will not, nor shall and will not permit any of its respective Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person Person, dissolve, acquire all or (iii) liquidatesubstantially all of the Stock or Stock Equivalents of any Person, wind up acquire all or dissolve itselfsubstantially all of the assets constituting a business, division, branch or other unit of operation or trademark of any Person, enter into any joint venture or partnership with any Person, or acquire or create any Subsidiary, except that: (a) any Subsidiary Warnaco Entity (other than any Canadian Loan Party) may merge into or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction)any U.S. Loan Party; provided, however, that the Borrower shall be the continuing or surviving Person (andthat, in the case of any such transaction involving merger or consolidation, the Person formed or continued by such merger or consolidation shall be a U.S. Loan Party and, if the U.S. Borrower is a party to any such merger or consolidation, the U.S. Borrower is the surviving entity of such merger or consolidation; (b) any Warnaco Entity that is not a U.S. Loan Party may merge into or consolidate or amalgamate with any other Warnaco Entity that is not a U.S. Loan Party; provided, however, that, in the case of any such merger, consolidation or amalgamation, the Person formed or continued by such merger, consolidation or amalgamation shall be a Wholly Owned Subsidiary of Group and, if the Borrower is a party to any such merger, consolidation or amalgamation, the Borrower is the surviving entity of such merger, consolidation or amalgamation and any Canadian Loan Party (if not the Borrower) may only be merged, consolidated or amalgamated with the Borrower or a Canadian Subsidiary of the Borrower wholly-owned, directly or indirectly, by the Borrower; (c) any Warnaco Entity may form a new Wholly Owned Subsidiary; provided, however, if a Domestic Subsidiary or a Canadian Subsidiary is formed, such Domestic Subsidiary or Canadian Subsidiary shall become a Loan Party; (d) any Warnaco Entity which is inactive or dormant (meaning that on the date of determination and on a consolidated basis with its Subsidiaries, it has assets with an aggregate Fair Market Value of less than the U.S. Dollar Equivalent of U.S.$100,000) may be dissolved, provided that if such Warnaco Entity is a Loan Party, the continuing or surviving Person all assets distributed upon dissolution shall be organized under the laws of any state of the United States of America or the District of Columbia) or distributed to another Loan Party; and (iie) any one or more other SubsidiariesWarnaco Entity may consummate any Investment permitted under Section 8.3, including any Permitted Acquisition; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower in each case under this agreement Section 8.7 both before and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United Statesimmediately after giving effect thereto, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists shall have occurred and be continuing or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Borrower Parent shall not, nor and shall not permit any of its Restricted Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) merge or consolidate with any Subsidiary may merge with Person (provided 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) the Borrower any Wholly-Owned Restricted Subsidiary (including other than a merger, the purpose of which is to reorganize the Borrower Borrower) may merge into a new jurisdiction); providedBorrower so long as such Borrower is the surviving company, however, (ii) any Wholly-Owned Restricted Subsidiary (other than a Borrower) may merge into or consolidate with any other Wholly-Owned Restricted Subsidiary (other than a Borrower) in a transaction in which the surviving entity is a Wholly-Owned Restricted Subsidiary and no Person other than a Borrower or a Wholly-Owned Restricted Subsidiary of a Borrower receives any consideration (provided that the Borrower shall be the continuing or surviving Person (and, in the case of if any party to any such transaction involving is a Domestic Loan Party, the continuing or surviving Person entity of such transaction shall be organized under the laws of a Loan Party), (iii) any state Restricted Subsidiary of the United States of America or the District of ColumbiaParent (other than a Borrower) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents another Person in a manner reasonably acceptable to the Administrative Agent transaction constituting an Asset Sale permitted hereunder, and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (iiv) any Subsidiary that is not Person (other than the Parent or a Loan Party Borrower) may merge or consolidate with or into any other Restricted Subsidiary that in a transaction in which the surviving entity is not a Loan Party Restricted Subsidiary (and, if any party to such merger or consolidation is a Borrower, is a Borrower and otherwise, if any party to such merger or consolidation is a Guarantor, is a Guarantor)); or (b) acquire or create any Subsidiary unless, after giving effect to such acquisition or creation, (i) the Parent and each Borrower is in compliance with Section 7.11 and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with such Subsidiary is permitted under Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected8.5.

Restriction on Fundamental Changes. The Each of Group and the Borrower shall will not, nor shall and will not permit any of its respective Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person Person, dissolve, acquire all or (iii) liquidatesubstantially all of the Stock or Stock Equivalents of any Person, wind up acquire all or dissolve itselfsubstantially all of the assets constituting a business, division, branch or other unit of operation or trademark of any Person, enter into any joint venture or partnership with any Person, or acquire or create any Subsidiary, except that: (a) any Subsidiary Warnaco Entity may merge into or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction)any Loan Party; provided, however, that the Borrower shall be the continuing or surviving Person (andthat, in the case of any such transaction involving a Domestic Loan Partymerger or consolidation, the continuing Person formed by such merger or surviving Person consolidation shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party and, if the Borrower is merging with another Subsidiarya party to any such merger or consolidation, (A) a Loan Party shall be the continuing Borrower is the surviving entity of such merger or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness)consolidation; (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary Warnaco Entity that is not a Loan Party may merge into or consolidate with or into any other Subsidiary Warnaco Entity that is not a Loan Party and Party; provided, however, that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a Wholly Owned Subsidiary of Group; (iic) any Warnaco Entity may form a new Wholly Owned Subsidiary; provided, however, that if a Domestic Subsidiary (other than the Borrower) may liquidateis formed, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the LendersDomestic Subsidiary shall become a Loan Party; (d) so long as any Warnaco Entity which is inactive or dormant (meaning that on the date of determination and on a consolidated basis with its Subsidiaries, it has assets with an aggregate Fair Market Value of less than $100,000) may be dissolved, provided that if such Warnaco Entity is a Loan Party, all assets distributed upon dissolution shall be distributed to another Loan Party; and (e) any Warnaco Entity may consummate any Investment permitted under Section 8.3, including any Permitted Acquisition; provided, however, that in each case under this Section 8.7 both before and immediately after giving effect thereto, no Default or Event of Default exists shall have occurred and be continuing or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Administrative Borrower shall not, nor and shall not permit any of its Restricted Subsidiaries toto enter into an agreement to affect, or effect, a Permitted Acquisition, if at the time thereof and after giving effect thereto, there would be a Default or Event of Default. Except for Permitted Acquisitions, the Administrative Borrower shall not, and shall not permit any of its Restricted Subsidiaries to (ia) merge with any PersonPerson other than any Restricted Subsidiary into the Administrative Borrower or any Subsidiary Borrower, as long as the surviving entity of such merger is the Administrative Borrower or a Subsidiary Borrower, (iib) consolidate with any Person other than any Restricted Subsidiary into the Administrative Borrower or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as long as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by of such consolidation is the Administrative Agent Borrower or the Required Lendersa Subsidiary Borrower, Holdings shall expressly assume the obligations (c) acquire all or substantially all of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws Stock or Stock Equivalents of the United Statesany Person, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (e) enter into any Joint Venture or partnership with any Person, other than pursuant to an Investment made pursuant to Section 7.2, or (f) create any Restricted Subsidiary unless, (I) after giving effect to such creation or acquisition, (x) no Default or Event of Default exists shall have occurred or would result therefrombe continuing, any and (y) the Administrative Borrower is in compliance with Section 6.13, and (II) such Restricted Subsidiary may merge is either (i) a Wholly-Owned Restricted Subsidiary, or (ii) created in connection with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments)7.2; provided, however, provided that (i) the continuing any Subsidiary with assets (excluding goodwill) with a Fair Market Value less than $50,000 may liquidate, dissolve, or surviving Person shall be a Subsidiary, which together with each of wind up its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and affairs or (ii) any Subsidiary may liquidate, dissolve or wind-up to the extent constituting an Investmentits assets are transferred to a Borrower; and provided, such Investment must be a permitted Investment further, that nothing in accordance this Section 7.5 shall prohibit the Administrative Borrower or any of its Restricted Subsidiaries from the sale of its assets in compliance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedthis Agreement.

Restriction on Fundamental Changes. The Borrower shall not(x) Wind-up, nor shall permit any liquidate, dissolve, change its name, or change the nature of its Subsidiaries tobusiness, (y) enter into any merger, consolidation, amalgamation, reorganization, or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or (z) convey, sell, assign, lease or sublease, transfer, or otherwise dispose of, whether in one transaction or a series of related transactions, all or substantially all of its business or Assets, whether now owned or hereafter acquired except: (a) (i) SC Adviser Holdings may merge with any into Borrower in a transaction in which Borrower is the continuing or surviving Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary SC Adviser Parent may merge with (i) the Borrower (including into SC Adviser Holdings in a merger, the purpose of transaction in which SC Adviser Holdings is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person and (andiii) SC Adviser Holdings and SC Adviser Parent may collectively transfer all or substantially all of their Assets to Borrower (and each of SC Adviser Holdings and SC Adviser Parent may then subsequently liquidate or dissolve itself); (b) [reserved]; (c) Covenant Parties may make Investments of the type described in clause (d) of the definition of “Permitted Investments”; (d) Covenant Parties may sell Assets in accordance with the provisions of Section 6.7 hereof; (e) upon ten (10) days prior written notice to Agent, any Covenant Party may change its name or jurisdiction of organization to another jurisdiction in the case United States; (f) any Covenant Party may make Investments in accordance with the provisions of Section 6.3 hereof; (g) any Person may merge, consolidate or reorganize with and into any Loan Party or any of its Subsidiaries; provided that (i) if such transaction involving involves a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, either (A) a Loan Party shall be is the continuing sole surviving entity of such merger, consolidation or surviving Person reorganization and on or prior to the consummation of such merger, consolidation or reorganization, such Loan Party expressly reaffirms its Obligations or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as if the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge immediately prior to such merger, consolidation or consolidate with or into any other Subsidiary that reorganization, such Person is not organized in a State of the United States and concurrently assumes all of the obligations of a Loan Party under the Loan Documents and provides all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been reasonably requested by the Agent or the Lenders, and (ii) any Subsidiary (other than the Borrower) may liquidateconsummation of such merger, wind up, dissolve consolidation or change its legal form if the Borrower determines reorganization does not result in good faith that such action is in the best interests a Change of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments)Control Event; and (eh) so long any Subsidiary of any Loan Party may liquidate, wind-up or dissolve, in each case, to the extent not otherwise materially adverse to such Loan Party and its Subsidiaries taken as no Default a whole; provided that all of the proceeds of such liquidation, winding up or Event dissolution allocable to the direct or indirect ownership in such Loan Party or Subsidiary are distributed to the direct or indirect holder of Default exists such Subsidiary’s Equity Interests (pro rata based on ownership at the time of such liquidation, wind-up or would result therefrom, dissolution) or to a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedLoan Party.

Restriction on Fundamental Changes. The Borrower shall notChange its name, nor shall permit enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its Subsidiaries tobusiness or Assets, (i) merge with any Person, (ii) consolidate with any Person whether now owned or (iii) liquidate, wind up or dissolve itself, except thathereafter acquired except: (a) any Loan Party or any Subsidiary of any Loan Party may sell or dispose of Assets in accordance with the provisions of Section 6.6 hereof; (b) upon not less than thirty (30) days prior written notice to Lender, any Loan Party or Subsidiary of any Loan Party may change its name; (c) any Subsidiary of a Borrower may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction)Borrower; provided, however, provided that the such Borrower shall be the continuing or surviving Person in connection with such merger; (andd) any Subsidiary of a Borrower may be merged, in the case amalgamated or consolidated with or into any one or more Subsidiaries of such Borrower, provided that (i) if any such transaction involving a Domestic Loan Partywholly-owned, directly or indirectly, Subsidiary is merging, consolidating, combining or amalgamating with or into another Subsidiary, the continuing or surviving Person entity shall be organized under the laws of any state of the United States of America be, immediately after such merger, amalgamation, consolidation or the District of Columbia) combination, a wholly-owned, direct or indirect, Subsidiary, and (ii) if such merger, amalgamation or consolidation involves a Borrower, such Borrower shall be the continuing or surviving entity; (e) any one Subsidiary of a Loan Party (other than a Borrower) may sell or more other Subsidiaries; provideddispose of all or any part of its assets (whether as a contribution to capital, howeverdividend, upon voluntary liquidation or otherwise), provided that when the transferee is a Loan Party (whether at the time or as a result of the transfer); (f) any Borrower or its Subsidiary that is a Loan Party is merging with another Subsidiary, (A) may consummate a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedPermitted Acquisition.

Restriction on Fundamental Changes. (a) The Borrower shall not, nor and shall not permit any of its Subsidiaries Collateral SPV or Collateral LLC to, enter into any merger or consolidation without obtaining the prior written consent thereto of the Required Banks, unless (i) in the case of any such merger or consolidation involving (u) the Borrower, the Borrower is the surviving entity, (v) iStar ▇▇▇▇ Holdings LLC, iStar ▇▇▇▇ Holdings LLC is the surviving entity (provided that SFI Belmont LLC and any other Collateral SPV owned by iStar ▇▇▇▇ Holdings LLC, shall not be permitted to merge or consolidate with any Personor into iStar ▇▇▇▇ Holdings LLC), (w) a Collateral SPV (other than iStar ▇▇▇▇ Holdings LLC), a Collateral SPV is the surviving entity, (x) a Collateral LLC, a Collateral LLC is the surviving entity, (y) a Grantor, a Grantor is the surviving entity and (z) a Guarantor, a Guarantor is the surviving entity, and (ii) consolidate in each case, the same will not result in the occurrence of a Material Default or an Event of Default. The Borrower shall not, and, except in connection with a merger or consolidation permitted in the preceding sentence, shall not permit any Person Collateral SPV or (iii) Collateral LLC to, liquidate, wind wind-up or dissolve itself(or suffer any liquidation or dissolution), except that: discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of its business or property, whether now or hereafter acquired, other than to any Collateral SPV (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (andor, in the case of any such transaction involving a Domestic Loan PartyCollateral LLC, the continuing to any other Collateral LLC or surviving Person shall be organized under the laws in connection with any sale of all or substantially all of its assets or any state payment or prepayment in full or other monetization in full of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtednessits assets);. (b) The Borrower shall not, and shall not permit any other Loan Party or any Pledged Collateral LLC to, amend its articles of incorporation, bylaws, or other organizational documents in any manner that would be materially adverse to the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or Banks without the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedBanks’ consent.

Restriction on Fundamental Changes. The Borrower shall Loan Parties will not, nor shall and will not permit any of its their respective Subsidiaries to, directly or indirectly: (A) unless and only to the extent required by law or as would not be reasonably expected to be adverse to the interests of Lenders, amend, modify or waive any term or provision of their respective articles of organization, operating agreements, management agreements, articles of incorporation, certificates of designations pertaining to preferred stock, by-laws, articles of formation or partnership agreement (provided that 10 days prior written notice will be delivered to Administrative Agent of any modification that results in a Loan Party, any Subsidiary of a Loan Party or any entity whose equity interest is pledged by a Loan Party pursuant to the Pledge and Security Agreement opting into Article 8 of the UCC); (B) enter into any transaction of merger or consolidation, except that (i) merge any Subsidiary of Borrower may be merged with any Personor into Borrower (provided that Borrower is the surviving entity), (ii) any Loan Party other than Borrower may merge or consolidate with any Person or other Loan Party other than Borrower, (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge merge, dissolve, liquidate, consolidate with or into any Loan Party, provided that such Loan Party shall be the continuing or surviving corporation, (iv) any Subsidiary which is not a Loan Party may merge, dissolve, liquidate, consolidate with or into any other Subsidiary that which is not a Loan Party and Party, (iiv) any Subsidiary Permitted Acquisition and Investment or any other permitted Investment or any permitted asset disposition may be structured as merger, consolidation or amalgamation; (C) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), except in connection with another transaction permitted under clause (B) above or any Asset Disposition permitted under Subsection 3.7; or (D) acquire by purchase or otherwise all or any substantial part of the business, assets or equity interests of or in any Person (whether by stock purchase or otherwise) other than pursuant to a Permitted Acquisition and Investment, the Borrower) may liquidate, wind up, dissolve Verizon Acquisition or change its legal form if the Borrower determines in good faith any other Investment permitted hereunder; provided that such action is in the best interests of the Borrower and if not materially disadvantageous 10 days prior to the Lenders; (d) so long as no Default or Event effective date of Default exists or would result therefromsuch merger, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a mergerconsolidation, dissolution, liquidation liquidation, or consolidation, amalgamation in the purpose case of which is to effect an Asset Sale permitted pursuant to Section 8.4 clause (Sale of AssetsB) or clause (C), may be effectedor such acquisition in the case of clause (D), and promptly following such amendment, modification or waiver in the case of clause (A), Borrower shall provide written notice and a copy thereof or the documentation relating thereto to Administrative Agent.

Restriction on Fundamental Changes. The Borrower shall not, Neither the Company nor shall permit any of its Subsidiaries toshall enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the Company's consolidated business or property (each such transaction a "FUNDAMENTAL CHANGE"), whether now or hereafter acquired, except (i) merge with any PersonFundamental Changes permitted under Sections 7.3(B), 7.3(D) or 7.3(G), (ii) consolidate a Subsidiary of the Company may be merged into or consolidated with the Company or any Person Wholly-Owned Subsidiary of the Company (in which case the Company or such Wholly-Owned Subsidiary shall be the surviving corporation); provided that if the predecessor Subsidiary was a Guarantor, the surviving Subsidiary, if applicable, shall be a Guarantor hereunder, (iii) liquidate, wind up or dissolve itself, except that: (a) any liquidation of any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States Company into the Company or another Subsidiary of America or the District of Columbia) or Company, as applicable, and (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (biv) the Company may merge with and into Holdingsany other Person, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations any Subsidiary of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof Company may consolidate or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); Person, provided, however, that (iA) no Default or Unmatured Default shall exist immediately after giving effect to such Fundamental Change, (B) in the continuing case of any merger of the Company, the Company is the surviving corporation in such merger and such merger is with a Person in a line of business substantially similar to that of the Company and its Subsidiaries as of the Closing Date or any business or activities which are similar, related or incidental thereto or logical extensions thereof, and (C) in the case of any merger or consolidation of any Subsidiary of the Company, the surviving Person corporation in such Fundamental Change is or becomes as a result thereof a Wholly-Owned Subsidiary of the Company and if the predecessor Subsidiary was a Guarantor, the surviving Subsidiary shall be a SubsidiaryGuarantor hereunder, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (iiD) such transaction is with a Person in a line of business substantially similar to that of the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long Company and its Subsidiaries as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedClosing Date.

Restriction on Fundamental Changes. The Borrower Company shall not, nor shall permit any of its Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the any Borrower (including a merger, the purpose of which is to reorganize the such Borrower into a new jurisdiction); provided, however, that the such Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the a Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower Company determines in good faith that such action is in the best interests of the Borrower Company and if not materially disadvantageous to the Lenders; (dc) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); (d) the Company and its Subsidiaries may consummate the Merger; and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The (i) No Borrower shall notwill, nor will it permit any Restricted Subsidiary 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, and no Borrower will sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets on a consolidated basis (in each case, whether now owned or hereafter acquired), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall permit have occurred and be continuing, (A) any Restricted Subsidiary of any Borrower may merge into any Borrower in a transaction in which such Borrower is the surviving corporation; (B) any Restricted Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party; (C) any Person may merge with or into any Loan Party or any of its Restricted Subsidiaries to, (i) merge in connection with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (andPermitted Acquisition so long as, in the case of a merger involving any such transaction involving a Domestic Loan Party, such Loan Party is the continuing surviving entity; (D) any Restricted Subsidiary may (x) sell, transfer, lease or otherwise dispose of its assets to any Borrower or to another Restricted Subsidiary, (y) be dissolved or liquidated into another Loan Party; provided, that the surviving Person shall be organized under is a Loan Party and (z) otherwise have their existence terminated to the laws extent that the assets of any state of the United States of America or the District of Columbia) or (ii) any such Restricted Subsidiary are distributed, upon such termination, to one or more other Borrowers or Restricted Subsidiaries; provided, however, that when to the extent that any Subsidiary assets that is a Loan Party is merging with another Subsidiary, (A) are distributed by a Loan Party shall be the continuing distributed to another Loan Party (or surviving another Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtednesswho concurrently becomes a Loan Party);; and (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (iE) any Restricted Subsidiary that is not a Loan Party may merge liquidate or consolidate with or into any other Subsidiary that is not a dissolve if the Loan Party and (ii) any which owns such Restricted Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action liquidation or dissolution is in the best interests of the Borrower such Loan Party and if is not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, howeverthat any such merger involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04(d). (ii) Notwithstanding anything to the contrary in the foregoing, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each Borrower and each of its SubsidiariesRestricted Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.04(c) at a future time; provided, that such agreement shall have complied be conditioned on (1) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 7.11 9.01 or (Additional Collateral i) the satisfaction and Guarantiesdischarge of all outstanding Obligations under this Agreement and the other Loan Documents; provided, further that such agreement shall (x) not contain any provision imposing fees or damages on any Borrower or any of its respective Restricted Subsidiaries for failure to meet the conditions set forth above and (iiy) to contain termination provisions which will provide for the extent constituting an Investment, termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedtime.

Restriction on Fundamental Changes. The Borrower Parent shall not, nor and shall not permit any of its Restricted Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) merge or consolidate with any Subsidiary may merge with Person (provided 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 an Applicant) may merge into an Applicant so long as such Applicant is the Borrower (including a mergersurviving company, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one Wholly-Owned Restricted Subsidiary (other than an Applicant) may merge into or more consolidate with any other Subsidiaries; provided, however, that when any Wholly-Owned Restricted Subsidiary that (other than an Applicant) in a transaction in which the surviving entity is a Loan Party Wholly-Owned Restricted Subsidiary and no Person other than an Applicant or a Wholly-Owned Restricted Subsidiary of an Applicant receives any consideration (provided that if any party to any such transaction is merging with another Subsidiarya Credit Party, the surviving entity of such transaction shall be a Credit Party), (Aiii) a Loan Party shall be any Restricted Subsidiary of the continuing or surviving Person or Parent (Bother than an Applicant) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents another Person in a manner reasonably acceptable to the Administrative Agent transaction constituting an Asset Sale permitted hereunder, and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (iiv) any Subsidiary that is not a Loan Party Person (other than the Parent or an Applicant) may merge or consolidate with or into any other Restricted Subsidiary that in a transaction in which the surviving entity is not a Loan Party Restricted Subsidiary (and, if any party to such merger or consolidation is an Applicant, is an Applicant and otherwise, if any party to such merger or consolidation is a Guarantor, is a Guarantor)); or (b) acquire or create any Subsidiary unless, after giving effect to such acquisition or creation, (i) the Parent and each Applicant is in compliance with Section 7.11 and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with such Subsidiary is permitted under Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected8.5.

Restriction on Fundamental Changes. The Borrower Company shall not, nor and shall not permit any of its Subsidiaries to, (i) merge with enter into any Persontransaction of merger or consolidation, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itselfitself (or suffer any liquidation or dissolution), except thator convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business, property or assets, whether now owned or hereafter acquired, of Company and its Subsidiaries, taken as a whole, except: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Potential Event of Default or Event of Default then exists or would exist immediately after giving effect thereto or would result therefromtherefrom and subject to subsection 8.11, (A) Company and any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); providedPerson, however, provided that (i) the continuing Company or surviving Person shall be a such Subsidiary, as the case may be, is the survivor of such merger or (B) if Company or such Subsidiary is not the survivor of such merger, the survivor assumes all the obligations of Company or such Subsidiary, as the case may be, under the Loan Documents to which together with each such Person is a party; provided that it is understood and agreed that notwithstanding the foregoing, and whether or not a Potential Event of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default then exists or would result therefromexist immediately after giving effect thereto, a mergerESRX, dissolutionAristotle and their respective Subsidiaries may consummate the Mergers (as defined in the Merger Agreement), including, without limitation, the Aristotle Merger (as defined in the Merger Agreement); (ii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to Company or to another Subsidiary; and (iii) any Subsidiary may liquidate or dissolve if Company determines in good faith that such liquidation or consolidation, dissolution is in the purpose best interests of which Company and is not materially disadvantageous to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedthe Lenders.

Restriction on Fundamental Changes. (a) The Borrower shall not, nor and shall not permit any of its Subsidiaries Collateral SPV or Collateral LLC to, enter into any merger or consolidation without obtaining the prior written consent thereto of the Required Banks, unless (i) in the case of any such merger or consolidation involving (u) the Borrower, the Borrower is the surviving entity, (v) iStar ▇▇▇▇ Holdings LLC, iStar ▇▇▇▇ Holdings LLC is the surviving entity (provided that iStar ▇▇▇▇ LLC and any other Collateral SPV owned by iStar ▇▇▇▇ Holdings LLC, shall not be permitted to merge or consolidate with any Personor into iStar ▇▇▇▇ Holdings LLC), (w) a Collateral SPV (other than iStar ▇▇▇▇ Holdings LLC), a Collateral SPV is the surviving entity, (x) a Collateral LLC, a Collateral LLC is the surviving entity, (y) a Grantor, a Grantor is the surviving entity and (z) a Guarantor, a Guarantor is the surviving entity, and (ii) consolidate with in each case, the same will not result in the occurrence of a Material Default or an Event of Default. The Borrower shall not, and shall not permit any Person Collateral SPV or (iii) Collateral LLC to, liquidate, wind wind-up or dissolve itself(or suffer any liquidation or dissolution), except that: discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of its business or property, whether now or hereafter acquired, other than to any Collateral SPV (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (andor, in the case of any such transaction involving a Domestic Loan PartyCollateral LLC, the continuing to any other Collateral LLC or surviving Person shall be organized under the laws in connection with any sale of all or substantially all of its assets or any state payment or prepayment in full or other monetization in full of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtednessits assets);. (b) The Borrower shall not, and shall not permit any other Loan Party or any Pledged Collateral LLC to, amend its articles of incorporation, bylaws, or other organizational documents in any manner that would be materially adverse to the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or Banks without the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedBanks’ consent.

Restriction on Fundamental Changes. The Borrower shall not(x) Wind-up, nor shall permit any liquidate, dissolve, change its name, or change the nature of its Subsidiaries tobusiness, (y) enter into any merger, consolidation, amalgamation, reorganization, or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or (z) convey, sell, assign, lease or sublease, transfer, or otherwise dispose of, whether in one transaction or a series of related transactions, all or substantially all of its business or Assets, whether now owned or hereafter acquired except: (i) SC Adviser Holdings may merge with any into Borrower in a transaction in which Borrower is the continuing or surviving Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary SC Adviser Parent may merge with (i) the Borrower (including into SC Adviser Holdings in a merger, the purpose of transaction in which SC Adviser Holdings is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person and (andiii) SC Adviser Holdings and SC Adviser Parent may collectively transfer all or substantially all of their Assets to Borrower (and each of SC Adviser Holdings and SC Adviser Parent may then subsequently liquidate or dissolve itself); (b) [reserved]; (c) Covenant Parties may make Investments of the type described in clause (d) of the definition of “Permitted Investments”; (d) Covenant Parties may sell Assets in accordance with the provisions of Section 6.7 hereof; (e) upon ten (10) days prior written notice to Agent, any Covenant Party may change its name or jurisdiction of organization to another jurisdiction in the case United States; (f) any Covenant Party may make Investments in accordance with the provisions of Section 6.3 hereof; (g) any Person may merge, consolidate or reorganize with and into any Loan Party or any of its Subsidiaries; provided that (i) if such transaction involving involves a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, either (A) a Loan Party shall be is the continuing sole surviving entity of such merger, consolidation or surviving Person reorganization and on or prior to the consummation of such merger, consolidation or reorganization, such Loan Party expressly reaffirms its Obligations or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as if the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge immediately prior to such merger, consolidation or consolidate with or into any other Subsidiary that reorganization, such Person is not organized in a State of the United States and concurrently assumes all of the obligations of a Loan Party under the Loan Documents and provides all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been reasonably requested by the Agent or the Lenders, and (ii) any Subsidiary (other than the Borrower) may liquidateconsummation of such merger, wind up, dissolve consolidation or change its legal form if the Borrower determines reorganization does not result in good faith that such action is in the best interests a Change of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments)Control Event; and (eh) so long any Subsidiary of any Loan Party may liquidate, wind-up or dissolve, in each case, to the extent not otherwise materially adverse to such Loan Party and its Subsidiaries taken as no Default a whole; provided that all of the proceeds of such liquidation, winding up or Event dissolution allocable to the direct or indirect ownership in such Loan Party or Subsidiary are distributed to the direct or indirect holder of Default exists such Subsidiary’s Equity Interests (pro rata based on ownership at the time of such liquidation, wind-up or would result therefrom, dissolution) or to a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedLoan Party.

Restriction on Fundamental Changes. The Borrower shall not(i) Enter into any transaction of merger or consolidation; (ii) liquidate, nor shall permit wind-up or dissolve itself (or suffer any liquidation or dissolution); (iii) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of any of its Subsidiaries toSubsidiaries, (i) merge with any Person, (ii) consolidate with any Person whether now owned or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”)hereafter acquired; provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i1) any Subsidiary that is not a Loan Party Borrower may merge or consolidate with with, or convey, sell or transfer all or substantially all of its assets to, any other Borrower; (2) any Inactive Subsidiary may be liquidated, wound-up or dissolved into any other Subsidiary that is not of a Loan Holding Party or a Borrower; and (ii3) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if Uniforce Acquisition shall be consummated in accordance with and subject to the Borrower determines in good faith that such action is in the best interests terms and conditions of the Borrower and Uniforce Acquisition Documents on the Closing Date or within ten (10) Business Days thereafter in accordance with the condition set forth in Section 3.1(J) (or, if not materially disadvantageous to applicable, within three (3) Business Days thereafter in accordance with the Lenders;proviso set forth therein). (dB) Acquire by purchase or otherwise, all or any substantial part of the business or assets of, or stock or other evidence of beneficial ownership of, any Person; provided, however, that so long as as: (i) no Default or Event of Default exists or would result therefromhas occurred and is continuing before and after giving effect thereto; (ii) the Fanning Cash Pledge Agreement has been terminated and the amount pledged thereunder released in full; and (iii) the Cash Dominion Arrangement (as defined in Section 5.6) is in effect, any Subsidiary Borrower (or any Holding Party, so long as contemporaneously therewith, all assets so acquired are transferred to one or more Borrowers), may merge acquire all or substantially all of the assets of any Person (in each case, a "Permitted Acquisition"); provided that each Permitted Acquisition shall be subject to the satisfaction of the condition precedent that the Unused Availability shall be not less than $15,000,000 without giving effect to the proposed Permitted Acquisition for the ninety (90) day period preceding the consummation thereof (but not less than $12,500,000 at any time during such period) and to the satisfaction of each of the following additional conditions precedent: (1) Agent shall receive not less than fifteen (15) Business Days' prior written notice of such proposed Permitted Acquisition, which notice shall include a reasonably detailed description of such proposed Permitted Acquisition; (2) such Permitted Acquisition shall only be of those assets of a Target which are located solely in the United States and comprising a business, or those assets of a business, of the type engaged in by Borrowers as of the Closing Date, including, without limitation, the temporary personal services business, the consulting placement business and the staffing services business, and which business would not subject Agent or any Lender to regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any other Person Loan Documents; (3) such Permitted Acquisition shall be consensual and shall have been approved by the Target's board of directors; (4) the business and assets of the Target acquired in order such Permitted Acquisition shall be acquired free and clear of all Liens (other than Permitted Encumbrances); (5) no Indebtedness, contingent obligations or other liabilities shall be incurred or assumed in connection with such Permitted Acquisition, except (x) Loan advances, (y) ordinary course trade payables, accrued expenses and Indebtedness of Target assumed in connection therewith to effect an Investment the extent permitted to be incurred by Borrowers pursuant to Section 8.3 subsection 7.1 and (Investmentsz) Indebtedness incurred in connection therewith to the extent permitted to be incurred by Borrowers pursuant to subsection 7.1; (6) on or prior to the date thereof, Agent will be granted a first and prior perfected security interest (subject to Permitted Encumbrances) in all assets being acquired pursuant to such Permitted Acquisition, and Holdings and Borrowers shall have executed such documents and taken such actions as may be required by Agent in connection therewith; (7) Borrowers shall have delivered to Agent, in form and substance satisfactory to Agent: (i) pro forma balance sheets of Holding Parties, Borrowers and their respective Subsidiaries (the "Acquisition Pro Forma") on a consolidated basis, based on financial data as of a recent date, which shall be complete and shall accurately and fairly represent the assets, liabilities, financial condition and results of operations of Holding Parties, Borrowers and their respective Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted Acquisition and the funding of all Loans in connection therewith, and the Acquisition Projections (as hereinafter defined) shall reflect that Unused Availability for the 90-day period following the consummation of such Permitted Acquisition will exceed $15,000,000 on a pro forma basis (giving effect to such Permitted Acquisition and the Eligible Accounts [to the extent the Accounts to be acquired have been audited by Agent to confirm their status as Eligible Accounts] that would be acquired in connection therewith, and all Loans funded in connection therewith as if made on the first day of such period); (ii) updated versions of the most recently delivered projections covering the one (1) year period commencing on the date of such Permitted Acquisition and otherwise prepared in accordance with subsections 4.3 and 4.17 (the "Acquisition Projections") and based upon historical financial data of a recent date satisfactory to Agent, taking into account such Permitted Acquisition; provided, however, that Acquisition Projections for any Permitted Acquisition for which the total consideration therefor does not exceed $500,000 may be limited to projected revenues and EBITDA for such one year period; and (iiii) a certificate of the chief financial officer of each Holding Party and each Borrower to the effect that: (I) each Borrower (after taking into consideration all rights of contribution and indemnity such Borrower has against each Holding Party and each other Subsidiary of Holding Parties) will be solvent (as represented by Borrowers in subsection 4.17) upon the consummation of the transaction contemplated by the Permitted Acquisition; (II) the continuing or surviving Person shall Acquisition Pro Forma fairly presents the financial condition of Holding Party and Borrowers (on a consolidated basis) as of the date hereof after giving effect to the transactions contemplated by such Permitted Acquisition; (III) the Acquisition Projections are good faith estimates, based on assumptions believed at the date of such certificate in good faith to be a Subsidiaryreasonable, of the future financial performance of Holding Parties and Borrowers subsequent to the date thereof based upon the historical performance and the projected future financial performance of Holding Parties and Borrowers; and (IV) Holding Parties and Borrowers have completed their due diligence investigation with respect to the Target and such Permitted Acquisition, which together with each investigation was conducted in a manner similar to that which would have been conducted by a prudent purchaser of its Subsidiariesa comparable business and the results of which investigation were acceptable to Holding Parties and Borrowers; (8) on or prior to the date of such Permitted Acquisition, Agent shall have complied received, in form and substance satisfactory to Agent, all collateral and security documents, opinions, certificates, lien search results and other documents reasonably requested by Agent to evidence compliance with the requirements foregoing provisions of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investmentsthis subsection 7.6(B); and (e9) so long the total Acquisition Costs payable in connection with such Permitted Acquisition plus the sum of all Acquisition Costs paid in connection with previous Permitted Acquisitions shall not exceed $60,000,000. (C) Should Borrower Representative request Agent's consent to an acquisition which would not otherwise qualify as a Permitted Acquisition, Agent agrees to use its best efforts to communicate its response to Borrower Representative in a reasonably prompt manner, it being understood that Agent shall have no Default obligation to consent to any such acquisition and no failure or Event delay on the part of Default exists or would result therefrom, Agent in the delivery of such response shall be construed to be a merger, dissolution, liquidation or consolidation, the purpose of which is consent to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedsuch acquisition.

Restriction on Fundamental Changes. The Borrower shall not, nor and shall not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of Borrower or any of its Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person (other than purchases or other acquisitions of Inventory, materials and equipment in the ordinary course of Borrower's, or any of its Subsidiaries', business) except: (i) merge any Subsidiary of Borrower may be merged with or into Borrower or any Personwholly-owned Subsidiary Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any wholly-owned Subsidiary Guarantor; provided that, (i) in the case of such a merger, Borrower or such wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person and (ii) consolidate with any Person or (iii) liquidatein the case of such a liquidation, wind winding up or dissolve itselfdissolution, except that:all of the assets of such wholly-owned Subsidiary Guarantor are transferred to Borrower or a Subsidiary Guarantor that is wholly owned, directly or indirectly, by Borrower or as otherwise expressly permitted under this Agreement; and (ii) Any Person may be merged with or into Borrower or any of its Subsidiaries if the acquisition of the Capital Stock of such Person by Borrower or such Subsidiary would have been permitted pursuant to subsections 7.3 and 7.6; provided that (a) any Subsidiary may merge with (i) in the Borrower (including a mergercase of Borrower, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (andPerson, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as if a Subsidiary of Borrower is not the surviving entity (or continuing Person, the “AMC Merger”); provided, however, that (i) if requested by surviving Person becomes a Subsidiary of Borrower and complies with the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations provisions of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent subsection 6.8 and (iic) such merger does not result in the Borrower ceasing to be a corporation organized under the laws no Potential Event of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must occurred or be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to continuing after giving effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedthereto.

Restriction on Fundamental Changes. The No Borrower shall notshall, nor or shall permit any of its Subsidiaries Borrower Subsidiary to, (i) merge with enter into any Personmerger or consolidation, (ii) consolidate with any Person or (iii) liquidate, wind wind-up or dissolve itself(or suffer any liquidation or dissolution), except thator convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of such Person's business or Property, whether now or hereafter acquired, except: (a) any Subsidiary may merge in connection with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment transactions permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness)9.02; (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that for a merger of (i) a Domestic Credit Party into a Domestic Borrower or a Foreign Credit Party into a Multicurrency Borrower, (ii) a Guarantor into another Guarantor, or (iii) any other Borrower Subsidiary into another Borrower Subsidiary, provided that if requested by the Administrative Agent or non-surviving entity was a Pledged Entity, the Required Lenders, Holdings Capital Stock of such surviving entity shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable be pledged to the Administrative Agent in accordance with Section 9.07 as if such surviving entity is a newly acquired entity; (it being agreed and (ii) understood that after giving effect to any merger, involving NMHG Holding or Hyster-Yale, all of the Capital Stock of NMHG shall have been pledged to the Administrative Agent pursuant to the Pledge Agreement); provided further, if the non-surviving entity had pledged the Capital Stock of a Pledged Entity, the Person owning such Capital Stock of such Pledged Entity following such merger does not result in the Borrower ceasing to be shall execute and deliver a corporation organized under the laws Pledge Agreement pledging such Capital Stock of the United States, Pledged Entity to the Administrative Agent; provided that the documents governing such merger are satisfactory to the Administrative Agent; and (c) any state thereof or of the District of Columbia;following: (i) any dissolution or liquidation of the assets and liabilities of a Domestic Credit Party (that is not a Borrower) into another Domestic Credit Party; (ii) any dissolution or liquidation of the assets and liabilities of a Foreign Credit Party (that is not a Borrower) into another Foreign Credit Party; (iii) any dissolution or liquidation of the assets and liabilities of a Foreign Credit Party into a Domestic Credit Party; or (iv) any dissolution or liquidation of the assets and liabilities of any Borrower Subsidiary that is not a Loan Credit Party may merge into another Borrower Subsidiary or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidateCredit Party, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event as, in any case of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that clauses (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 through (Additional Collateral and Guarantiesiv) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.above:

Restriction on Fundamental Changes. The Borrower shall notASSET SALES AND ACQUISITIONS. Except as permitted pursuant to subsection 7.11, nor no Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, alter the corporate, capital or legal structure of such Loan Party or such Subsidiary, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or 107 116 any part of its business, property or assets (other than inventory sold in the ordinary course of business), whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except: (i) merge any Loan Party (other than a Loan Party which has become liable for Indebtedness permitted under subsection 7.1(v)) may be merged with or into Borrower or any PersonWholly Owned Subsidiary Guarantor, (ii) consolidate with any Person or (iii) liquidatebe liquidated, wind wound up or dissolve itselfdissolved, except or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Wholly Owned Subsidiary Guarantor; provided that: (a) any Subsidiary may merge with (i) , in the Borrower (including case of such a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower or such Wholly Owned Subsidiary Guarantor shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or corporation; (ii) any one the Loan Parties may dispose of obsolete, worn out or more other Subsidiariessurplus property in the ordinary course of business provided that the aggregate amount of proceeds received from such sales shall not exceed $1,000,000 during the term of this Agreement; (iii) the Loan Parties may sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided, however, provided that when any Subsidiary that is a (a) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof as determined by such Loan Party is merging with another Subsidiaryin good faith, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as aggregate amount of proceeds received from such sales shall not exceed $1,000,000 during the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations term of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent Agreement and (iic) the total consideration received by such merger does not result Loan Party in each such sale consists of at least 90% Cash received at the Borrower ceasing to be a corporation organized under the laws closing of the United States, any state thereof or the District of Columbiasuch sale; (iiv) any Subsidiary that is the Loan Parties may make Asset Sales from which the Net Asset Sale Proceeds received do not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous exceed an aggregate cumulative amount equal to the Lenders$1,800,000; (dv) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 Intentionally Omitted; (Investments); provided, however, that (ivi) the continuing Loan Parties may discount or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied otherwise transfer defaulted receivables in connection with the requirements collection thereof in the ordinary course of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedbusiness.

Restriction on Fundamental Changes. The Borrower shall Loan Parties will not, nor shall and will not permit any of its their respective Restricted Subsidiaries (other than Excluded Subsidiaries) to, directly or indirectly: (A) unless and only to the extent required by law or as would not be reasonably expected to be materially adverse to the interests of Lenders, amend, modify or waive any term or provision of their respective articles of organization, operating agreements, management agreements, articles of incorporation, certificates of designations pertaining to preferred stock, by-laws, articles of formation or partnership agreement (provided that, 10 days prior notice will be delivered to Administrative Agent of any modification that results in a Loan Party, any Subsidiary of a Loan Party (other than an Excluded Subsidiary) or any entity whose equity interest is pledged by a Loan Party pursuant to the Pledge and Security Agreement opting into Article 8 of the UCC); (B) consummate any transaction of merger or consolidation, except that (i) merge any Subsidiary of Borrower may be merged with any Personor into Borrower (provided that, Borrower is the surviving entity), (ii) any Loan Party other than Borrower may merge or consolidate with any Person or other Loan Party other than Borrower, (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge merge, dissolve, liquidate or consolidate with or into any Loan Party, provided that, such Loan Party shall be the continuing or surviving corporation, (iv) any Restricted Subsidiary which is not a Loan Party may merge, dissolve, liquidate, consolidate with or into any other Restricted Subsidiary, (v) any Excluded Subsidiary may merge, dissolve, liquidate or consolidate with or into any other Subsidiary that is not a Loan Party Person, and (iivi) any Subsidiary Permitted Acquisition and Investment or any other Investment or Asset Disposition permitted hereunder may be structured as merger, consolidation or amalgamation; (C) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), except in connection with another transaction permitted under clause (B) above or any Asset Disposition permitted under Subsection 3.7; or (D) acquire by purchase or otherwise all or any substantial part of the business, assets or equity interests of or in any Person (whether by stock purchase or otherwise) other than the Borrower) may liquidate, wind up, dissolve pursuant to a Permitted Acquisition and Investment or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant hereunder; provided that 10 days after (or such earlier date, which need not be more than 10 days prior to, as is required to Section 8.3 (Investments); provided, however, that (imaintain the perfection or priority of Administrative Agent’s security interests) the continuing or surviving Person shall be a Subsidiaryeffective date of such merger, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a mergerconsolidation, dissolution, liquidation liquidation, or consolidation, amalgamation in the purpose case of which is to effect an Asset Sale permitted pursuant to Section 8.4 clause (Sale of AssetsB) or clause (C), may be effectedsuch acquisition in the case of clause (D), or such amendment, modification or waiver in the case of clause (A), Borrower shall provide notice and a copy thereof or the documentation relating thereto to Administrative Agent.

Restriction on Fundamental Changes. The Borrower shall Except as permitted under Section 8.3, such Grantor will not, nor shall and will not permit any of its Subsidiaries to, to (ia) merge with any Person, (iib) consolidate with any Person, (c) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (d) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (e) enter into any joint venture or partnership with any Person or (iiif) liquidate, wind up acquire or dissolve itselfcreate any Subsidiary, except that: (ai) any Subsidiary may merge into or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction)any Grantor; provided, however, that the Borrower shall be the continuing or surviving Person (andprovided that, in the case of any such transaction merger or consolidation involving a Domestic Loan Partythe Borrower, the continuing or surviving Person Borrower shall be organized under the laws surviving entity, and in the case of any state of other merger or consolidation, the United States of America or the District of Columbia) or surviving entity shall be a Guarantor; (ii) any one Foreign Subsidiary may merge into or more other Subsidiariesconsolidate with any Foreign Subsidiary; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly-owned Subsidiary of the Borrower; and (iii) any Foreign Subsidiary may form a new wholly-owned Subsidiary; provided that, in the case of any such formation, the Subsidiary formed shall be (subject to any applicable local Requirements of Law) a direct wholly-owned Subsidiary of such Foreign Subsidiary and an indirect wholly-owned Subsidiary of the Borrower; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower in each case under this agreement Section 8.6, both before and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United Statesimmediately after giving effect thereto, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists shall have occurred and be continuing or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Borrower Such Loan Party shall not, nor and shall not permit any of its Subsidiaries to, to (ia) merge with any Person, (iib) consolidate with any Person, (c) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (d) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (e) enter into any joint venture or partnership with any Person or (iiif) liquidate, wind up acquire or dissolve itselfcreate any Subsidiary, except that: (ai) any Subsidiary may merge into or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction)any Loan Party; provided, however, that the Borrower shall be the continuing or surviving Person (andprovided that, in the case of any such transaction merger or consolidation involving the Borrower, the Borrower shall be the surviving entity, and in the case of any merger between a Foreign Subsidiary and a Domestic Loan PartySubsidiary, the continuing or surviving Person entity shall be organized under the laws Domestic Subsidiary and in the case of any state of other merger or consolidation, the United States of America or the District of Columbia) or surviving entity shall be a Subsidiary Guarantor; (ii) any one Foreign Subsidiary (other than the Canadian Debtors) may merge into or more consolidate with any Foreign Subsidiary (other Subsidiariesthan the Canadian Debtors); provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly-owned Subsidiary of the Borrower; and (iii) any Foreign Subsidiary (other than a Canadian Debtor) may liquidate and dissolve if such liquidation or dissolution is not disadvantageous to the Lenders or the Administrative Agent and, is in the good faith determination of the Loan Parties, in the best interests of the Loan Parties; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower in each case under this agreement Section 8.6, both before and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United Statesimmediately after giving effect thereto, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists shall have occurred and be continuing or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Each of Group and the Borrower shall will not, nor shall and will not permit any of its respective Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person Person, dissolve, acquire all or (iii) liquidatesubstantially all of the Stock or Stock Equivalents of any Person, wind up acquire all or dissolve itselfsubstantially all of the assets constituting a business, division, branch or other unit of operation or trademark of any Person, enter into any joint venture or partnership with any Person, or acquire or create any Subsidiary, except that: (a) any Subsidiary Warnaco Entity may merge into or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction)any Loan Party; provided, however, that the Borrower shall be the continuing or surviving Person (andthat, in the case of any such transaction involving merger or consolidation, the Person formed by such merger or consolidation shall be a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary Warnaco Entity that is not a Loan Party may merge into or consolidate with or into any other Subsidiary Warnaco Entity that is not a Loan Party and Party; provided, however, that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a Wholly Owned Subsidiary of Group; (iic) any Warnaco Entity may form a new Wholly Owned Subsidiary; provided, however, that, in case of any such formation, the Subsidiary (other than the Borrower) may liquidateformed shall be an indirect Wholly Owned Subsidiary of Group, wind upand, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests case of the Borrower and if not materially disadvantageous to the Lendersa Domestic Subsidiary, shall become a Loan Party; (d) so long as any Warnaco Entity which is inactive or dormant (meaning that on the date of determination and on a consolidated basis with its Subsidiaries, it has assets with an aggregate Fair Market Value of less than $100,000) may be dissolved, provided that if such Warnaco Entity is a Loan Party, all assets distributed upon dissolution shall be distributed to another Loan Party; (e) any Warnaco Entity may consummate the ▇▇▇▇▇▇▇ Acquisition and any Permitted Acquisition; and (f) any Warnaco Entity that is a Foreign Subsidiary may merge into, consolidate with or acquire all or substantially all of the stock of any other Warnaco Entity that is a Foreign Subsidiary in connection with a Post Closing Reorganization; provided, however, that in each case under this Section 8.7 both before and immediately after giving effect thereto, no Default or Event of Default exists shall have occurred and be continuing or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Borrower Company shall not, nor shall permit any of its Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower Company determines in good faith that such action is in the best interests of the Borrower Company and if not materially disadvantageous to the Lenders; (dc) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); (d) the Company and its Subsidiaries may consummate the Merger; and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The (i) No Borrower shall notwill, nor will it permit any Restricted Subsidiary 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, and no Borrower will sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets on a consolidated basis (in each case, whether now owned or hereafter acquired), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall permit have occurred and be continuing, (A) any Restricted Subsidiary of any Borrower may merge into any Borrower in a transaction in which such Borrower is the surviving corporation; (B) any Restricted Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party; (C) any Person may merge with or into any Loan Party or any of its Restricted Subsidiaries to, (i) merge in connection with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (andPermitted Acquisition so long as, in the case of a merger involving any such transaction involving a Domestic Loan Party, such Loan Party is the continuing surviving entity; (D) any Restricted Subsidiary may (x) sell, transfer, lease or otherwise dispose of its assets to any Borrower or to another Restricted Subsidiary, (y) be dissolved or liquidated into another Loan Party; provided, that the surviving Person shall be organized under is a Loan Party and (z) otherwise have their existence terminated to the laws extent that the assets of any state of the United States of America or the District of Columbia) or (ii) any such Restricted Subsidiary are distributed, upon such termination, to one or more other Borrowers or Restricted Subsidiaries; provided, however, that when to the extent that any Subsidiary assets that is a Loan Party is merging with another Subsidiary, (A) are distributed by a Loan Party shall be the continuing distributed to another Loan Party (or surviving another Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”who concurrently becomes a Loan Party); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (iE) any Restricted Subsidiary that is not a Loan Party may merge liquidate or consolidate with or into any other Subsidiary that is not a dissolve if the Loan Party and which owns such Restricted Subsidiary determines 96 - (ii) No Borrower will, nor will it permit any Subsidiary (of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the Borrower) may liquidatetype conducted by Livent and its Restricted Subsidiaries on the date of execution of this Agreement and businesses which are, wind up, dissolve or change its legal form if in the Borrower determines in good faith that such action is in the best interests judgment of the Borrower and if not materially disadvantageous to the Lenders;Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof. (diii) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with Livent and each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedRestricted Subsidiaries will not change their respective Fiscal Year.

Restriction on Fundamental Changes. The Borrower shall will not, nor shall and will not permit any of its Subsidiaries to, directly or indirectly: (i) merge with unless and only to the extent required by law or as would not be reasonably expected to be adverse to the interests of Lenders, amend, modify or waive any Personterm or provision of its articles of organization, operating agreement, management agreements, articles of incorporation, certificates of designations pertaining to preferred stock or by-laws; (ii) consolidate enter into any transaction of merger or consolidation, except that any Subsidiary of Borrower may be merged with or into Borrower or any Person wholly owned Subsidiary (provided that Borrower or such wholly owned Subsidiary is the surviving entity) and except that any Permitted Acquisition or any permitted Asset Disposition may be structured as merger; (iii) liquidate, wind wind-up or dissolve itselfitself (or suffer any liquidation or dissolution), except that: in connection with another transaction permitted under clause (ii) above; or (iv) acquire by purchase or otherwise all or any substantial part of the business or assets of any other Person (whether by stock purchase or otherwise), provided, that Borrower or any Subsidiary of Borrower may acquire all or any substantial part of the business or assets of any other Person or equity interests in any Person so long as (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists before or would will result therefromafter giving effect to such acquisition on a pro forma basis, (b) such assets or business are held in Borrower, an existing Subsidiary or a new Subsidiary that complies with Subsection 2.12, and (c) the aggregate amount of assets or business acquired pursuant to this proviso in any Subsidiary may merge with any other Person fiscal year of Borrower (without deduction for Indebtedness assumed) does not exceed the sum of (X) 5% of Borrower’s consolidated assets for the prior fiscal year plus (Y) the excess, if any, of the amount that Borrower was permitted in order the prior fiscal year to effect an Investment permitted dividend or distribute pursuant to clause (i) of the first proviso in Subsection 3.5 over the aggregate amount of dividends and distributions actually made by Borrower during such fiscal year pursuant to clause (i) of the first proviso in Subsection 3.5, minus (Z) the aggregate amount of Investments made pursuant to Section 8.3 3.3(I) for the fiscal year of the acquisition (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefromeach, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets“Permitted Acquisition”), may be effected.

Restriction on Fundamental Changes. The Borrower Other than in connection with the commencement of the Cases or as otherwise authorized by the Bankruptcy Court and consented to by the Requisite Lenders, the Parent shall not, nor and shall not permit any of its Restricted Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) merge or consolidate with any Subsidiary may merge with Person (provided 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) the Borrower any Wholly-Owned Restricted Subsidiary (including other than a merger, the purpose of which is to reorganize the Borrower Borrower) may merge into a new jurisdiction); providedBorrower so long as such Borrower is the surviving company, however, (ii) any Wholly-Owned Restricted Subsidiary (other than a Borrower) may merge into or consolidate with any other Wholly-Owned Restricted Subsidiary (other than a Borrower) in a transaction in which the surviving entity is a Wholly-Owned Restricted Subsidiary and no Person other than a Borrower or a Wholly-Owned Restricted Subsidiary of a Borrower receives any consideration (provided that the Borrower shall be the continuing or surviving Person (and, in the case of if any party to any such transaction involving is a Domestic Loan Party, the continuing or surviving Person entity of such transaction shall be organized under the laws of a Loan Party), (iii) any state Restricted Subsidiary of the United States of America or the District of ColumbiaParent (other than a Borrower) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents another Person in a manner reasonably acceptable to the Administrative Agent transaction constituting an Asset Sale permitted hereunder, and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (iiv) any Subsidiary that is not Person (other than the Parent or a Loan Party Borrower) may merge or consolidate with or into any other Restricted Subsidiary that in a transaction in which the surviving entity is not a Loan Party Restricted Subsidiary (and, if any party to such merger or consolidation is a Borrower, is a Borrower and otherwise, if any party to such merger or consolidation is a Guarantor, is a Guarantor)); or (b) acquire or create any Subsidiary unless, after giving effect to such acquisition or creation, (i) the Parent and each Borrower is in compliance with Section 7.11 and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with such Subsidiary is permitted under Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected8.5.

Restriction on Fundamental Changes. The Borrower Such Loan Party shall not, nor and shall not permit any of its Subsidiaries to, to (ia) merge with any Person, (iib) consolidate with any Person, (c) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (d) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (e) enter into any joint venture or partnership with any Person or (iiif) liquidate, wind up acquire or dissolve itselfcreate any Subsidiary, except that: (ai) any Subsidiary of a Loan Party may merge into or consolidate with any Loan Party (i) other than the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdictionParent); provided, however, that the Borrower shall be the continuing or surviving Person (andprovided that, in the case of any such transaction merger or consolidation involving the Borrower, the Borrower shall be the surviving entity, and in the case of any merger between a Foreign Subsidiary and a Domestic Loan PartySubsidiary, the continuing or surviving Person entity shall be organized under the laws Domestic Subsidiary and in the case of any state of other merger or consolidation, the United States of America or the District of Columbia) or surviving entity shall be a Guarantor; NY 72168370v12 (ii) any one Foreign Subsidiary may merge into or more other Subsidiariesconsolidate with any Foreign Subsidiary; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly-owned Subsidiary of the Borrower; and (iii) any Foreign Subsidiary may liquidate and dissolve if such liquidation or dissolution is not disadvantageous to the Lenders or the Administrative Agent and, is in the good faith determination of the Loan Parties, in the best interests of the Loan Parties; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower in each case under this agreement Section 8.6, both before and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United Statesimmediately after giving effect thereto, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists shall have occurred and be continuing or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Borrower Credit Parties shall notnot and shall not cause or permit their Subsidiaries to directly or indirectly: (a) amend, nor shall permit modify or waive any term or provision of its Subsidiaries toorganizational documents, including its articles of incorporation, articles of association, certificates of designations pertaining to preferred stock, by-laws, partnership agreement, operating agreement or any shareholders' agreements (except in a manner that would not conflict with any provision of any Loan Document and would not be adverse in any material respect to Lenders) unless required by law; (b) enter into any transaction of merger, amalgamation or consolidation except, (i) merge with any Personupon not less than five (5) Business Days prior written notice to Agent, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (aw) any Wholly-owned US Subsidiary of a US Borrower may merge be merged with (i) the or into such US Borrower (including a mergerPROVIDED that such US Borrower is the surviving entity), the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (iix) any one Wholly-owned Non-US Subsidiary (other than an Unrestricted Subsidiary) of European Borrower may be merged with or more other Subsidiaries; providedinto European Borrower (PROVIDED that European Borrower is the surviving entity), however, (y) any Wholly-owned Subsidiary of a Borrower may be merged or amalgamated with or into another Wholly-owned Subsidiary of such Borrower (PROVIDED that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing both such Subsidiaries were formed or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized incorporated under the laws of the United Statessame country, (B) the Stock of the Subsidiary that is the surviving entity is subject to a Pledge Agreement, (C) the Subsidiary that is the surviving entity has executed a Guaranty and (D) neither such Subsidiary is an Unrestricted Subsidiary), (ii) with respect to the European Mergers and (iii) Borrowers and their Subsidiaries may enter into an agreement to effect any merger, amalgamation or consolidation, the closing of which is conditioned upon the payment in full in cash of all of the Obligations (other than contingent indemnification obligations to the extent Annex A Page 51 no unsatisfied claim giving rise thereto has been asserted) and the termination of the Revolving Loan Commitments; (c) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), except in the case of Subsidiaries of a Borrower, (i) to the extent such Subsidiary is dormant, (ii) to the extent such dissolution, wind-up or liquidation will not have a Material Adverse Effect, or (iii) the Agent shall have consented thereto; or (d) acquire by purchase or otherwise all or any substantial part of the business or assets of any other Person. Notwithstanding the foregoing, any state thereof Credit Party, may acquire all or substantially all of the District assets or Stock of Columbia;any Person (the "TARGET") (in each case, a "PERMITTED ACQUISITION") subject to the satisfaction of each of the following conditions: (i) Agent shall receive at least 25 days' prior written notice of such proposed Permitted Acquisition, which notice shall include a reasonably detailed description of such proposed Permitted Acquisition; (ii) such Permitted Acquisition shall only involve assets (A) except as provided in clause (v) below, located in the United States or Canada and (B) comprising a business, or those assets of a business, of the type engaged in by Credit Parties as of the Closing Date or of a type reasonably related thereto, and which business would not subject Agent or any Subsidiary Lender to regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any other Loan Documents other than approvals applicable to the exercise of such rights and remedies with respect to the Credit Parties prior to such Permitted Acquisition; (iii) such Permitted Acquisition shall be consensual and shall have been approved by the Target's board of directors; (iv) no additional Indebtedness, Guaranteed Indebtedness or Contingent Obligations shall be incurred, assumed or otherwise be reflected on a consolidated balance sheet of the Credit Parties and Target after giving effect to such Permitted Acquisition, except (A) Loans made hereunder, (B) ordinary course trade payables and accrued expenses, (C) other Indebtedness permitted under SECTION 3.1 and (D) other Contingent Obligations permitted under SECTION 3.4; (v) the sum of all amounts payable in connection with all Permitted Acquisitions (including all transaction costs and all Indebtedness, liabilities and Contingent Obligations incurred or assumed in connection therewith or otherwise reflected on a consolidated balance sheet of the Credit Parties and Target) (the "TOTAL CONSIDERATION") shall not exceed the US Dollar Equivalent of US$20,000,000 (exclusive of the amount of any "earnouts" incurred by any Credit Party in connection with Permitted Acquisitions ("PERMITTED ACQUISITION EARNOUTS")) during the term hereof; provided further, and without limiting the foregoing, (A) with respect to Permitted Acquisitions involving assets located outside of the United States or Canada, (x) the secured lending and bankruptcy laws of the jurisdiction in which such assets are located must be acceptable to Agent, except to the extent to which the aggregate Total Consideration of all Permitted Acquisitions that involve assets Annex A Page 52 located in jurisdictions which have lending or bankruptcy laws that are not acceptable to Agent does not exceed the Dollar Equivalent of US$5,000,000 during the term hereof (a Credit Party that has assets in any such jurisdiction that is not a Loan Party may merge or consolidate with or into any other Subsidiary that acceptable to Agent is not a Loan Party hereinafter referred to as an "UNFAVORABLE JURISDICTION CREDIT PARTY") and (iiy) the Total Consideration of all such Permitted Acquisitions shall not exceed the US Dollar Equivalent of US$10,000,000 during the term hereof and (B) the maximum potential aggregate amount of obligations of the Credit Parties with respect to all Permitted Acquisition Earnouts pertaining to a Permitted Acquisition shall not exceed 50% of the Total Consideration of such Permitted Acquisition; (vi) the terms of any Subsidiary Permitted Acquisition Earnout shall (A) include a provision in form and substance satisfactory to Agent (which by its terms shall not be permitted to be amended, waived or modified without the prior written consent of Agent (or any successor of Agent)) pursuant to which (x) the Permitted Acquisition Earnout is only permitted to be paid to the extent such payment is expressly permitted by this Agreement (as this Agreement may be amended, modified, replaced or refinanced from time to time), and (y) to the extent any Permitted Acquisition Earnout payment is made in violation of this Agreement (as this Agreement may be amended, modified, replaced or refinanced) the holder of such Permitted Acquisition Earnout agrees to promptly forward such payment to Agent (or any successor to Agent) and (B) provide that the Earnout is only payable to the extent that the performance of the Credit Parties acquired, established or created in connection with the related Permitted Acquisition exceeds the performance contemplated by the Acquisition Pro Forma and Acquisition Projections each pertaining to such Permitted Acquisition; (vii) the Target shall not have incurred an operating loss for the trailing twelve-month period preceding the date of the Permitted Acquisition, as determined based upon the Target's financial statements for its most recently completed trailing twelve-month period prior to the date of consummation of such Permitted Acquisition; (viii) the business and assets acquired in such Permitted Acquisition shall be free and clear of all Liens (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the LendersPermitted Encumbrances); (dix) at or prior to the closing of any Permitted Acquisition, Agent will be granted a first priority perfected Lien (subject to Permitted Encumbrances) in all assets acquired pursuant thereto or in the assets and Stock of the Target in the manner provided by SECTION 2.7, and the Credit Parties and the Target shall have executed such documents and taken such actions as may be required by Agent in connection therewith; provided that to the extent that such Permitted Acquisition is funded solely by third party Indebtedness for borrowed money (and without any Loan proceeds whatsoever) in an aggregate amount not to exceed the Dollar Equivalent of US$ 5,000,000 and the Person that is acquired in such Permitted Acquisition is an Unrestricted Subsidiary or all of the assets acquired in such Permitted Acquisition are acquired by an Unrestricted Subsidiary, such Unrestricted Subsidiary shall not be required to ▇▇▇▇▇ ▇ ▇▇▇▇ on its assets in favor of Agent to the extent, and so long as, such grant would violate the terms of such third party Indebtedness for borrowed money; (x) concurrently with delivery of the notice referred to in CLAUSE (i) above, Borrowers shall have delivered to Agent, in form and substance reasonably satisfactory to Agent in order to demonstrate the following: (A) a pro forma consolidated balance sheet, income statement and cash flow statement of Holdings, Borrowers and their Subsidiaries (the "ACQUISITION PRO FORMA"), based on recent financial statements, which shall be complete and shall fairly present in all material respects the assets, liabilities, financial condition and results of operations of Holdings, Borrowers and their Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted Acquisition and the funding of all Loans in connection therewith, and such Acquisition Pro Forma shall reflect that (x) average daily US Borrowing Availability for the 90-day period preceding the consummation of such Permitted Acquisition would have exceeded US$9,000,000 on a pro forma basis (after giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day of such period) and the Acquisition Projections shall reflect that such US Borrowing Availability of US$9,000,000 shall continue for at least 90 days after the consummation of such Permitted Acquisition, (y) average daily European Borrowing Availability for the 90-day period preceding the consummation of such Permitted Acquisition would have exceeded 3,500,000 Euros on a pro forma basis (after giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day of such period) and the Acquisition Projections shall reflect that such European Borrowing Availability of 3,500,000 Euros shall continue for at least 90 days after the consummation of such Permitted Acquisition, and (z) on a pro forma basis, no Event of Default has occurred and is continuing or would result after giving effect to such Permitted Acquisition and Borrowers would have been in compliance with the financial covenants set forth in SECTION 4 for the four quarter period reflected in the Compliance Certificate most recently delivered to Agent pursuant to SECTION 4.8(n) prior to the consummation of such Permitted Acquisition (after giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day of such period); (B) updated versions of the most recently delivered Projections covering the twelve month period commencing on the date of such Permitted Acquisition and otherwise prepared in accordance with the Projections (the "ACQUISITION PROJECTIONS") and based upon historical financial data of a recent date reasonably satisfactory to Agent, taking into account such Permitted Acquisition; and (C) a certificate of the chief financial officer of Borrower Representative to the effect that Borrowers will be Solvent upon the consummation of the Permitted Acquisition; (xi) on or prior to the date of such Permitted Acquisition, Agent shall have received, in form and substance reasonably satisfactory to Agent in order to confirm compliance with this Agreement, copies of the acquisition agreement and related agreements Annex A Page 54 and instruments, and all opinions, certificates, lien search results and other documents reasonably requested by Agent, including those specified in the SECTIONS 2.6 and 2.7; and (xii) at the time of such Permitted Acquisition and after giving effect thereto, (A) no Default or Event of Default exists has occurred and is continuing and (B) each representation or would result therefromwarranty by any Credit Party contained herein (including without limitation SECTION 5.13; and solely for the purposes of this clause (xii), the representations and warranties in SECTION 5.13 solely with respect to any Subsidiary may merge with property acquired pursuant to such Permitted Acquisition shall be deemed made as of the date immediately after the consummation of such Permitted Acquisition rather than as of the Closing Date) or in any other Person Loan Document is true and correct in order to effect an Investment permitted pursuant to Section 8.3 (Investments); providedall material respects as of such date, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) except to the extent constituting that such representation or warranty expressly relates to an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedearlier date.

Restriction on Fundamental Changes. The Borrower Company shall not, nor shall the Company permit any of its Subsidiaries Subsidiary to, merge, consolidate or amalgamate with any other Person, or liquidate, wind-up or dissolve, or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, whether now or hereafter acquired; provided that (a) a Subsidiary of the Company may merge, consolidate or amalgamate with or into the Company or any Subsidiary to the extent that (i) merge with in the case of any such transaction involving the Company, the Company shall be the surviving or continuing Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan PartyBorrowing Subsidiary, such Borrowing Subsidiary (or, in the case of a merger, consolidation or amalgamation of such Borrowing Subsidiary with or into the Company or another Borrowing Subsidiary, the continuing Company or surviving Person such other Borrowing Subsidiary) shall be organized under the laws surviving or continuing Person and (iii) in the case of any state such transaction involving any Term Loan Borrower, such Term Loan Borrower (or, in the case of a merger, consolidation or amalgamation of such Term Loan Borrower with or into the United States of America Company or another Term Loan Borrower, the District of ColumbiaCompany or such other Term Loan Borrower) shall be the surviving or continuing Person; (b) any Person (other than the Company or a Subsidiary) may merge, consolidate or amalgamate with or into (i) the Company in a transaction in which the Company is the surviving or continuing Person or (ii) any one Subsidiary in a transaction in which such Subsidiary or more other Subsidiaries; provided, however, a Person that when any becomes a Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity or continuing Person; (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (iic) any Subsidiary (other than a Term Loan Borrower or a Borrowing Subsidiary) may merge, consolidate or amalgamate with or into any Person (other than the BorrowerCompany) in a transaction not prohibited hereunder in which, after giving effect to such transaction, the surviving or continuing Person is not a Subsidiary; (d) the Company or any Borrowing Subsidiary may transfer its assets to the Company or any other Borrowing Subsidiary, so long as immediately after giving effect thereto, no Default or Event of Default shall exist; and (e) any Subsidiary may liquidate, wind up, dissolve or change its legal form wind-up (including by “striking off” or similar proceeding) if the Borrower determines in good faith that such action liquidation or dissolution is in the best interests of the Borrower and if is not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, ; provided that any Borrowing Subsidiary may merge with any other Person in order liquidate, dissolve or wind-up only if it shall have ceased, or shall concurrently cease, to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment Borrowing Subsidiary in accordance with Section 8.3 (Investments2.22(b); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Borrower shall not, Neither the Company nor shall permit any of its Subsidiaries toshall enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the Company's consolidated business or property (each such transaction a "FUNDAMENTAL Change"), whether now or hereafter acquired, except (i) merge with any PersonFundamental Changes permitted under SECTIONS 7.3(B), 7.3(D) or 7.3(G), (ii) consolidate a Subsidiary of the Company may be merged into or consolidated with the Company or any Person Wholly-Owned Subsidiary of the Company (in which case the Company or such Wholly-Owned Subsidiary shall be the surviving corporation); provided that if the predecessor Subsidiary was a Guarantor, the surviving Subsidiary, if applicable, shall be a Guarantor hereunder, (iii) liquidate, wind up or dissolve itself, except that: (a) any liquidation of any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States Company into the Company or another Subsidiary of America or the District of Columbia) or Company, as applicable, and (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (biv) the Company may merge with and into Holdingsany other Person, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations any Subsidiary of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof Company may consolidate or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); providedPerson, howeverPROVIDED, that (iA) no Default or Unmatured Default shall exist immediately after giving effect to such Fundamental Change, (B) in the continuing case of any merger of the Company, the Company is the surviving corporation in such merger and such merger is with a Person in a line of business substantially similar to that of the Company and its Subsidiaries as of the Closing Date or any business or activities which are similar, related or incidental thereto or logical extensions thereof, and (C) in the case of any merger or consolidation of any Subsidiary of the Company, the surviving Person corporation in such Fundamental Change is or becomes as a result thereof a Wholly-Owned Subsidiary of the Company and if the predecessor Subsidiary was a Guarantor, the surviving Subsidiary shall be a SubsidiaryGuarantor hereunder, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (iiD) such transaction is with a Person in a line of business substantially similar to that of the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long Company and its Subsidiaries as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedClosing Date.

Restriction on Fundamental Changes. The Borrower shall Each of Group and each of the Borrowers will not, nor shall and will not permit any of its respective Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person Person, dissolve, acquire all or (iii) liquidatesubstantially all of the Stock or Stock Equivalents of any Person, wind up acquire all or dissolve itselfsubstantially all of the assets constituting a business, division, branch or other unit of operation or trademark of any Person, enter into any joint venture or partnership with any Person, or acquire or create any Subsidiary, except that: (a) any Subsidiary Warnaco Entity may merge into or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction)any Loan Party; provided, however, that the Borrower shall be the continuing or surviving Person (andthat, in the case of any such transaction involving a Domestic Loan Partymerger or consolidation, the continuing Person formed by such merger or surviving Person consolidation shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party and, if any of the Borrower, the CK Borrower or the Swimwear Borrower is merging with another Subsidiarya party to any such merger or consolidation, (A) a Loan Party then the Borrower, CK Borrower or Swimwear Borrower shall be the continuing surviving entity of such merger or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness)consolidation; (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary Warnaco Entity that is not a Loan Party may merge into or consolidate with or into any other Subsidiary Warnaco Entity that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidateParty; provided, wind uphowever, dissolve or change its legal form if the Borrower determines in good faith that such action is that, in the best interests case of any such merger or consolidation, the Borrower and if not materially disadvantageous to the LendersPerson formed by such merger or consolidation shall be a Wholly Owned Subsidiary of Group; (dc) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary Warnaco Entity may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments)form a new Wholly Owned Subsidiary; provided, however, that if a Domestic Subsidiary is formed, such Domestic Subsidiary shall become a Loan Party; (id) any Warnaco Entity which is inactive or dormant (meaning that on the continuing or surviving Person shall be date of determination and on a Subsidiary, which together consolidated basis with each of its Subsidiaries, it has assets with an aggregate Fair Market Value of less than $100,000) may be dissolved, provided that if such Warnaco Entity is a Loan Party, all assets distributed upon dissolution shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) be distributed to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments)another Loan Party; and (e) so long as no Default any Warnaco Entity may consummate any Investment permitted under Section 7.3, including any Permitted Acquisition or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to by Section 8.4 (Sale of Assets), may be effected7.4.

Restriction on Fundamental Changes. The Borrower shall notChange its name, nor shall permit enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its Subsidiaries tobusiness or Assets, (i) merge with any Person, (ii) consolidate with any Person whether now owned or (iii) liquidate, wind up or dissolve itself, except thathereafter acquired except: (a) any Loan Party or any Subsidiary of any Loan Party may sell or dispose of Assets in accordance with the provisions of Section 6.6 hereof; (b) upon not less than thirty (30) days prior written notice to Lender, any Loan Party or Subsidiary of any Loan Party may change its name; DB2/ 42498508.4 (c) any Subsidiary of a Borrower may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction)Borrower; provided, however, provided that the such Borrower shall be the continuing or surviving Person in connection with such merger; (andd) any Subsidiary of a Borrower may be merged, in the case amalgamated or consolidated with or into any one or more Subsidiaries of such Borrower, provided that (i) if any such transaction involving a Domestic Loan Partywholly-owned, directly or indirectly, Subsidiary is merging, consolidating, combining or amalgamating with or into another Subsidiary, the continuing or surviving Person entity shall be organized under the laws of any state of the United States of America be, immediately after such merger, amalgamation, consolidation or the District of Columbia) combination, a wholly-owned, direct or indirect, Subsidiary, and (ii) if such merger, amalgamation or consolidation involves a Borrower, such Borrower shall be the continuing or surviving entity; (e) any one Subsidiary of a Loan Party (other than a Borrower) may sell or more other Subsidiaries; provideddispose of all or any part of its assets (whether as a contribution to capital, howeverdividend, upon voluntary liquidation or otherwise), provided that when the transferee is a Loan Party (whether at the time or as a result of the transfer); (f) any Borrower or its Subsidiary that is a Loan Party is merging with another Subsidiary, (A) may consummate a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedPermitted Acquisition.

Restriction on Fundamental Changes. The Except in connection with a Permitted Acquisition, the Borrower shall not, nor and shall not permit any of its Subsidiaries to, (a) merge or consolidate with any Person (provided 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 Subsidiary may merge into the Borrower so long as the Borrower is the surviving company, (ii) any Wholly-Owned Subsidiary may merge into or consolidate with any other Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and no person other than the Borrower or a Wholly-Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (iii) any Subsidiary of the Borrower may merge with another person in a transaction constituting an Asset Sale permitted hereunder), (b) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (iic) consolidate acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting what is known by the Borrower to be the business of a division, branch or other unit operation of any Person, (d) enter into any joint venture or partnership with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge other than any Permitted Joint Venture or consolidate with (e) acquire or into create any other Subsidiary that unless, after giving effect to such acquisition or creation, (i) such Subsidiary is not a Loan Party and Permitted Joint Venture or a Wholly-Owned Subsidiary of the Borrower, (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge compliance with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (iiiii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with such Subsidiary is permitted under Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Borrower shall Loan Parties will not, nor shall and will not permit any of its their respective Subsidiaries to, directly or indirectly: (A) unless and only to the extent required by law or as would not be reasonably expected to be adverse to the interests of Lenders, amend, modify or waive any term or provision of its articles of organization, operating agreement, management agreements, articles of incorporation, certificates of designations pertaining to preferred stock or by-laws; or (B) enter into any transaction of merger or consolidation, except that (i) merge any Subsidiary of Borrower may be merged with any Personor into Borrower (provided that Borrower is the surviving entity), (ii) any Loan Party other than Borrower may merge or consolidate with any Person or other Loan Party other than Borrower, (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge merge, dissolve, liquidate, consolidate with or into any Loan Party, provided that such Loan Party shall be the continuing or surviving corporation, (iv) any Subsidiary which is not a Loan Party may merge, dissolve, liquidate, consolidate with or into any other Subsidiary that which is not a Loan Party and Party, (iiv) any Subsidiary Permitted Acquisition or any permitted Investment or Asset Disposition may be structured as merger, consolidation or amalgamation; (C) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), except in connection with another transaction permitted under clause (B) above; or (D) acquire by purchase or otherwise all or any substantial part of the business or assets of any Person or equity interests in any Person (whether by stock purchase or otherwise) other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith pursuant to a Permitted Acquisition; provided that such action is in the best interests of the Borrower and if not materially disadvantageous ten days prior to the Lenders; (d) so long as no Default or Event effective date of Default exists or would result therefromsuch merger, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a mergerconsolidation, dissolution, liquidation liquidation, or consolidationamalgamation in the case of clause (B) or clause (C), or such acquisition in the case of clause (D), and promptly following such amendment, modification or waiver in the case of clause (A), the purpose of which is Borrower shall provide written notice and a copy thereof or the documentation relating thereto to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedAdministrative Agent.

Restriction on Fundamental Changes. The Borrower Except in connection with Investments in Permitted Acquisitions made pursuant to Section 8.3 (Investments) and Asset Sales expressly permitted under Section 8.4 (Sale of Assets), the Parent shall not, nor shall it permit Borrower or any Restricted Subsidiary to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any Term Loan Agreement Collective Brands Finance, Inc. part of its Subsidiaries tobusiness, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (iother than purchases or other acquisitions of inventory, materials and equipment and Capital Expenditures in the ordinary course of business) merge with the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except thatexcept: (a) any Subsidiary Loan Party may merge be merged with (i) the Borrower (including or into any other Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a mergerseries of transactions, the purpose of which is to reorganize the Borrower into a new jurisdiction)any other Loan Party; provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Partymerger, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; remain a Loan Party, provided, however, that when any Subsidiary that if the Borrower is a merged into another Loan Party is merging with another SubsidiaryParty, (A) a Loan Party shall the Borrower must be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness)entity; (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate be merged with or into any other Restricted Subsidiary that is not a Loan Party and or into any Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Restricted Subsidiary that is not a Loan Party or to a Loan Party; and (iic) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests case of the Borrower either clause (a) or (b) above, prior to and if not materially disadvantageous after giving effect to the Lenders; (d) so long as any proposed transaction, no Default or Event of Default exists shall occur or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedcontinuing.

Restriction on Fundamental Changes. The Borrower Credit Parties shall not, nor not and shall not cause or permit any of its their Restricted Subsidiaries to, : (a) enter into any transaction of merger or consolidation except (i) merge any wholly-owned Restricted Subsidiary of Borrower may be merged or consolidated with or into Borrower (provided that Borrower is the surviving entity) or any PersonCredit Party (other than Holdings), (ii) consolidate any Credit Party (other than Holdings) may be merged with or into any Person or other Credit Party (other than Holdings and provided that, in the case of any merger involving Borrower, Borrower is the surviving entity) and (iii) liquidate, wind up or dissolve itself, except that: (a) any Restricted Subsidiary may merge be merged or consolidated with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower or into a new jurisdiction); provided, however, that the Borrower shall be the continuing any Credit Party or surviving any Restricted Subsidiary or other Person (andprovided that (A) in the case of such transaction involving Borrower, Borrower is the surviving entity, (B) in the case of any such transaction involving a Domestic Loan any Credit Party, either (x) such Credit Party is the continuing surviving entity or surviving Person such transaction shall be organized under treated as an Investment and shall comply with Section 3.3 or (y) such transaction shall be treated as an disposal of Subsidiary Stock and shall comply with Section 3.7 and (C) in the laws case of any state transaction involving a Restricted Subsidiary that is neither Borrower, a Credit Party nor another Restricted Subsidiary, either (x) such Restricted Subsidiary shall be the surviving entity or such transaction shall be treated as an Investment and shall comply with Section 3.3 or (y) such transaction shall be treated as a disposal of the United States of America Subsidiary Stock and shall comply with Section 3.7); (b) liquidate, wind-up or the District of Columbiadissolve itself (or suffer any liquidation or dissolution) or change its organizational form; provided (i) any Credit Party or any Restricted Subsidiary may change its organizational form so long as, in the case of any Credit Party, written notice thereof is given to Agent within thirty (30) days following such change and all documents reasonably requested by Agent to maintain Agent’s perfected Liens on any Collateral of such Credit Party are delivered, (ii) any one or more other Subsidiaries; provided, however, that when any Restricted Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, wind-up or dissolve or change its legal form if the Borrower determines in good faith that such action liquidation, winding-up or dissolution is in the best interests of the Borrower Credit Parties and if their Restricted Subsidiaries, taken as a whole, and is not materially disadvantageous to the Lenders; , and either Borrower or a Restricted Subsidiary receives any assets of such dissolved, wound-up or liquidated Subsidiary (d) so long as no Default provided that in the case of a dissolution, winding-up or Event liquidation of Default exists a Credit Party, another Credit Party receives any and all assets of such dissolved, wound-up or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investmentsliquidated Credit Party); providedor (c) without the prior written consent of Agent, however, that (i) the continuing change its Fiscal Year or surviving Person shall be a Subsidiary, which together with each permit any of its SubsidiariesRestricted Subsidiaries to change their respective Fiscal Years, shall have complied with other than any change in Fiscal Year of a Restricted Subsidiary acquired after the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) Closing Date to conform to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event Fiscal Year of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedBorrower and its Restricted Subsidiaries.

Restriction on Fundamental Changes. The Borrower Company shall not, nor shall it permit any of its Subsidiaries to, : (i) merge with except as permitted by clauses (iii) and (viii) below, enter into any Person, transaction of merger or consolidation; (ii) consolidate with any Person or except as permitted by clause (iii) below, liquidate, wind wind-up or dissolve itself, except that:itself (or suffer any liquidation or dissolution); (aiii) any Subsidiary may merge with (i) the Borrower convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its business or assets (including a mergerany Equity Interests in any Subsidiary), the purpose of which is to reorganize the Borrower into a new jurisdiction)whether now owned or hereafter acquired; provided, however, (a) Subsidiary Note Parties may (1) merge with and into the Company or another Subsidiary Note Party, so long as (in the case of a merger with the Company) the Company is the surviving entity or (2) convey all or substantially all of their assets to the Company or another Subsidiary Note Party, or (3) liquidate, wind-up or dissolve, so long as all assets of such Subsidiary Note Party are transferred to the Company or another Subsidiary Note Party, (b) wholly-owned Subsidiaries of the Company that are not Note Parties may (1) merge with and into the Borrower Company, a Subsidiary Note Party or another wholly-owned Subsidiary of the Company, so long as (in the case of a merger with the Company or a Subsidiary Note Party) the Company or such Subsidiary Note Party is the surviving entity or (2) convey all or substantially all of their assets to the Company, a Subsidiary Note Party or another wholly-owned Subsidiary of the Company, or (3) liquidate, wind-up or dissolve, so long as any assets of such wholly-owned Subsidiary of the Company are transferred to the Company, a Subsidiary Note Party or another wholly-owned Subsidiary of the Company, (c) non-wholly-owned Subsidiaries of the Company may (1) merge with and into the Company or any of its Subsidiaries, so long as (in the case of a merger with the Company, any Subsidiary Note Party or any wholly-owned Subsidiary) the Company, such Subsidiary Note Party or such wholly-owned Subsidiary is the surviving entity or (2) convey all or substantially all of their assets to the Company or any of its Subsidiaries or (3) liquidate, wind-up or dissolve, so long as any assets of such Subsidiary (allocable to the Company and its Subsidiaries ownership percentages therein) are transferred to the Company or any of its Subsidiaries; provided that, in each case of the foregoing instances, such Subsidiary shall give each holder of Notes at least thirty (30) days’ notice thereof prior to any such merger, conveyance of assets or liquidation, wind-up or dissolution; provided further, immediately after such merger, conveyance, liquidation, wind-up or dissolution, the Note Parties would not, as a result of such transaction, breach any other obligation under any Senior Note Document; and (d) the Company or its Subsidiaries may dissolve or liquidate any Subsidiary that does not own, legally or beneficially, assets which in aggregate have a value of $250,000 or more at such time of dissolution or liquidation; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (iv) except as permitted by paragraph 6D, acquire by purchase or otherwise all or any substantial part of the business or assets of, or stock or other beneficial ownership of, any Person; (v) except as permitted by paragraph 6C, consummate Asset Dispositions; and (vi) any investment permitted by paragraph 6D may be structured as a merger, consolidation or amalgamation. Notwithstanding anything in this paragraph 6F to the continuing contrary, no Subsidiary may be liquidated or surviving Person dissolved without the prior written consent of the Required Holders if such Subsidiary holds any assets that are material to the operation of the Company and its Subsidiaries (andincluding, without limitation, any Communication Licenses or other material rights, privileges, permits, licenses, authorizations or approvals) unless, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Note Party, such assets are concurrently transferred to a Note Party, or in the case of any other Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) Company or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with and, in each of its Subsidiariescase, all requisite governmental approvals for such transfer shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedbeen obtained.

Restriction on Fundamental Changes. The Unless permitted by Section 8.07, no Borrower shall notParty shall, nor shall any Borrower Party permit any of its Wholly-Owned Subsidiaries to, (i) merge with enter into any Personmerger, (ii) consolidate with any Person consolidation, reorganization or (iii) recapitalization, reclassification of its capital stock which causes the maturity date of such capital stock to be earlier than 3 years after the date of such classification, liquidate, wind up or dissolve itselfor sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its or their business or assets, whether now owned or hereafter acquired, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefromshall exist after giving effect thereto, any Wholly-Owned Subsidiary of a Borrower Party may merge with be merged or consolidated into a Borrower Party or any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); providedSubsidiary of a Borrower Party or be liquidated, howeverwound up or dissolved, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each all or substantially all of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default business or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), assets may be effectedsold, leased, transferred, or otherwise disposed of, in one transaction or a series of transactions, to a Borrower Party or any other Subsidiary of a Borrower Party; provided that neither any Borrower Party nor any Subsidiary of a Borrower Party may be involved in any such transaction unless such Borrower Party, or a Subsidiary of a Borrower Party, as the case may be, is the surviving or acquiring corporation and the net worth of such Borrower Party or Subsidiary of a Borrower Party, as the case may be, is unchanged or higher after giving effect to such merger or other transaction.

Restriction on Fundamental Changes. The Borrower ASSET SALES; ACQUISITIONS. Neither Parent nor Company shall, and shall not, nor shall not permit any of its Company's Subsidiaries to, alter the corporate, capital or legal structure of Parent, Company or any of Company's Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or fixed assets, whether now owned or hereafter acquired, or make an Acquisition, except: (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary of Company may merge be merged or consolidated with or into Company or any Wholly-Owned Domestic Subsidiary of Company (i) the Borrower other than BHFS Group), or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Wholly-Owned Domestic Subsidiary of Company (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdictionother than BHFS Group); providedPROVIDED that, howeverin the case of such a merger or consolidation, that the Borrower Company or such Wholly-Owned Domestic Subsidiary shall be the continuing or surviving Person corporation; (andb) any Foreign Subsidiary may be merged or consolidated with or into 108 Company, any Wholly-Owned Domestic Subsidiary or any Wholly-Owned Foreign Subsidiary that prior to the Collateral Release Date is a Pledged Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of related transactions, to Company any Wholly-Owned Domestic Subsidiary or any Wholly-Owned Foreign Subsidiary that prior to the Collateral Release Date is a Pledged Subsidiary; PROVIDED that in the case of any such transaction involving a merger or consolidation Company, such Wholly-Owned Domestic Loan PartySubsidiary, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Wholly-Owned Foreign Subsidiary that prior to the Collateral Release Date is a Loan Party is merging with another Subsidiary, (A) a Loan Party Pledged Subsidiary shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”)corporation; provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (ic) any Subsidiary that is not a Loan Party Person in BHFS Group may merge be merged or consolidate consolidated with or into any other Subsidiary that is not Person in BHFS Group, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a Loan Party and series of related transactions, to any other Person in BHFS Group; (ii) any Subsidiary subject to subsection 7.11, Company and its Subsidiaries may sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; PROVIDED that the consideration received for such assets shall be in an amount at least equal to the fair market value thereof; (iii) Company and its Subsidiaries may make Asset Sales; PROVIDED that (w) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof; (x) for Asset Sales in excess of $5,000,000, not less than 85% of the total consideration received in connection with such Asset Sales shall be Cash; and (y) the proceeds of such Asset Sales shall be applied as required by subsection 2.4A(iii)(a). (iv) Company and its Wholly-Owned Domestic Subsidiaries (other than BHFS Group) may make non-hostile Acquisitions of the capital stock of or of the assets of a Person located in the United States, (b) Company and its Wholly-Owned Domestic Subsidiaries (other than the BorrowerBHFS Group) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests make non-hostile Acquisitions of all of the Borrower and if not materially disadvantageous capital stock of a foreign Person so long as prior to the Collateral Release Date such foreign Person becomes a Pledged Subsidiary, (c) Company and its Subsidiaries that prior to the Collateral Release Date are Pledged Subsidiaries may make non-hostile Acquisitions of the assets of a Person that is located outside of the United States and (d) Company's Foreign Subsidiaries may make non-hostile Acquisitions of all of the capital stock of a foreign Person up to an aggregate amount for all such Investments of not greater than $15,000,000, PROVIDED that each Acquisition permitted in (a) - (d) above is useful in, complementary to or related to the businesses of the Company and its Subsidiaries (other than BHFS Group) existing on the Closing Date; PROVIDED FURTHER that with respect to Acquisition Expenditures of $20,000,000 or more, the Company shall submit to Administrative Agent an Officer's Certificate demonstrating that Company and its Subsidiaries will comply on a pro forma basis (including any 109 synergies which are not objected to by Administrative Agent) with the covenants set forth in subsection 7.6 and evidencing such synergies, and with respect to any Acquisition Expenditures of $100,000,000 or more for any single acquisition or series of related acquisitions, Company shall obtain the prior written consent of Administrative Agent and Requisite Lenders; (dv) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary Company and its Subsidiaries may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) sell receivables to the extent constituting an Investmentpermitted under subsection 7.9; (vi) Company and its Subsidiaries may sell equipment, such Investment must be equipment leases, use agreements, service agreements, subscription agreements, installment sales contracts and any other long-term receivables to BHFS Group and the Canadian Receivables Division on a permitted Investment non- recourse basis and in accordance with Section 8.3 (Investments)past practices of Company and its Subsidiaries; and (evii) so long Parent and Company may combine with and into each other; PROVIDED that in the event that Parent is the surviving corporation, Parent shall assume all obligations of Company under this Agreement and Parent shall execute and deliver to Administrative Agent such documentation, and shall take such other actions, as no Default Administrative Agent may deem necessary or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is desirable to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedsuch assumption.

Restriction on Fundamental Changes. The No Borrower shall notshall, nor or shall permit any of its Subsidiaries Borrower Subsidiary to, (i) merge with enter into any Personmerger or consolidation, (ii) consolidate with any Person or (iii) liquidate, wind wind-up or dissolve itself(or suffer any liquidation or dissolution), except thator convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of such Person’s business or Property, whether now or hereafter acquired, except: (a) any Subsidiary may merge in connection with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment transactions permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness)9.02; (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that for a merger of (i) a Domestic Credit Party into a Domestic Borrower or a Foreign Credit Party into a Multicurrency Borrower, (ii) a Guarantor into another Guarantor, or (iii) any other Borrower Subsidiary into another Borrower Subsidiary, provided that if requested by the Administrative Agent or non-surviving entity was a Pledged Entity, the Required Lenders, Holdings Capital Stock of such surviving entity shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable be pledged to the Administrative Agent in accordance with Section 9.07 as if such surviving entity is a newly acquired entity; (it being agreed and (ii) understood that after giving effect to any merger, involving NMHG Holding or Hyster-Yale, all of the Capital Stock of NMHG shall have been pledged to the Administrative Agent pursuant to the Pledge Agreement); provided further, if the non-surviving entity had pledged the Capital Stock of a Pledged Entity, the Person owning such Capital Stock of such Pledged Entity following such merger does not result in the Borrower ceasing to be shall execute and deliver a corporation organized under the laws Pledge Agreement pledging such Capital Stock of the United States, Pledged Entity to the Administrative Agent; provided that the documents governing such merger are satisfactory to the Administrative Agent; and (c) any state thereof or of the District of Columbia;following: (i) any dissolution or liquidation of the assets and liabilities of a Domestic Credit Party (that is not a Borrower) into another Domestic Credit Party; (ii) any dissolution or liquidation of the assets and liabilities of a Foreign Credit Party (that is not a Borrower) into another Foreign Credit Party; (iii) any dissolution or liquidation of the assets and liabilities of a Foreign Credit Party into a Domestic Credit Party; or (iv) any dissolution or liquidation of the assets and liabilities of any Borrower Subsidiary that is not a Loan Credit Party may merge into another Borrower Subsidiary or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidateCredit Party, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event as, in any case of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that clauses (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 through (Additional Collateral and Guarantiesiv) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.above:

Restriction on Fundamental Changes. The Borrower shall not, nor shall permit any of its Subsidiaries to, (i) merge with Enter into any Person, transaction of merger or consolidation; (ii) consolidate with liquidate, wind-up or dissolve itself (or suffer any Person liquidation or dissolution); or (iii) liquidateconvey, wind up sell, lease, sublease, transfer or dissolve itselfotherwise dispose of, except that: (a) in one transaction or a series of transactions, all or any Subsidiary may merge with (i) substantial part of its business or assets, or the Borrower (including a mergercapital stock of any of its Subsidiaries, the purpose of which is to reorganize the Borrower into a new jurisdiction)whether now owned or hereafter acquired; provided, however, that so long as no Event of Default then exists or would result therefrom (x) any Borrower or Guarantor may merge or consolidate with, or convey, sell or transfer all or substantially all of its assets to, any other Borrower or Guarantor, provided a Borrower is the Borrower shall be the continuing surviving corporation in any such merger or surviving Person (and, in the case of consolidation and any such transaction shall not adversely affect any of the rights of Lender under the EximBank Documents, (y) any Inactive Subsidiary may liquidate or dissolve or merge or consolidate with or into another Loan Party provided a Borrower or a Guarantor is the surviving corporation in any such merger or consolidation involving a Borrower or Guarantor and any such transaction shall not adversely affect any of the rights of Lender under and shall not be prohibited by the EximBank Documents and (z) any Subsidiary which is not a Domestic Subsidiary may liquidate or dissolve, or merge or consolidate with or into, another non-Domestic Subsidiary or a Loan PartyParty (other than a Borrower) whose capital stock is pledged (or, if a non-Domestic Subsidiary, 65% of whose capital stock is pledged) to the continuing Lender pursuant to a Pledge Agreement. (B) Acquire by purchase or surviving otherwise, all or any substantial part of the business or assets of, or stock or other evidence of beneficial ownership of, any Person shall be organized under the laws or a division of any state of the United States of America Person or the District of Columbia) establish, create or (ii) acquire any one or more other Subsidiariesnew Subsidiary; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefromhas occurred and is continuing before and after giving effect thereto, any Borrower, any Guarantor or any of their Subsidiaries may acquire all or substantially all of the assets of or all the capital stock of any Person (in each case, a "Permitted Acquisition") or organize a new Subsidiary may merge solely to do so; provided that each Permitted Acquisition shall be subject to the satisfaction of the condition precedent that the Unused Availability shall be not less than $2,000,000 without giving effect to the proposed Permitted Acquisition for the ninety (90) day period preceding the consummation thereof and to the satisfaction of each of the following additional conditions precedent: (1) Lender shall receive not less than fifteen (15) Business Days' prior written notice of such proposed Permitted Acquisition, which notice shall include a reasonably detailed description of such proposed Permitted Acquisition; (2) such Permitted Acquisition shall only be of capital stock of a Target whose assets (except assets with an aggregate market value of $100,000 or less) are located solely in, or those assets of a Target (except assets with an aggregate market value of $100,000 or less) which are located solely in, the United States and comprising a business, or those assets of a business, of the type engaged in by Borrowers as of the Closing Date or a related, similar or compatible business, and which business would not subject Lender to regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any other Person Loan Documents; (3) such Permitted Acquisition shall be consensual and shall have been approved by the Target's board of directors; (4) the business and assets of the Target acquired in order such Permitted Acquisition shall be acquired free and clear of all Liens (other than Permitted Encumbrances); (5) no Indebtedness, contingent obligations or other liabilities shall be incurred or assumed in connection with such Permitted Acquisition, except (x) Loan advances, (y) ordinary course trade payables and accrued expenses and (z) Indebtedness and guaranties permitted under Section 7.1 and Section 7.2; (6) on or prior to effect an Investment permitted the date thereof, Lender will be granted a first and prior perfected security interest (subject to Permitted Encumbrances) in all assets and equity securities being acquired pursuant to Section 8.3 such Permitted Acquisition, and the Borrowers, the Guarantors and their respective Subsidiaries shall have executed such documents and taken such actions as may be required by Lender in connection therewith; (Investments); provided7) Borrowers shall have delivered to Lender, however, that in form and substance satisfactory to Lender: (i) pro forma balance sheets of Borrowers, Guarantors and their respective Subsidiaries (the continuing or surviving Person "Acquisition Pro Forma") on a consolidated basis, based on financial data as of a recent date, which shall be complete and shall accurately and fairly represent the assets, liabilities, financial condition and results of operations of Borrowers, Guarantors and their respective Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted Acquisition and the funding of all Loans in connection therewith, and the Acquisition Projections (as hereinafter defined) shall reflect that Unused Availability for the 90-day period following the consummation of such Permitted Acquisition will exceed $2,000,000 on a Subsidiary, which together with each pro forma basis (giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and such period); (ii) to updated versions of the extent constituting an Investment, most recently delivered projections covering the one (1) year period commencing on the date of such Investment must be a permitted Investment Permitted Acquisition and otherwise prepared in accordance with Section 8.3 subsections 4.3 and 4.17 (Investmentsthe "Acquisition Projections") and based upon historical financial data of a recent date satisfactory to Lender, taking into account such Permitted Acquisition; and (iii) a certificate of the chief financial officer of Systems and Borrowers to the effect that: (I) each Borrower and Guarantor (after taking into consideration all rights of contribution and indemnity such Borrower and Guarantor has against each other Borrower and Guarantor) will be solvent (as represented by Borrowers in subsection 4.16) upon the consummation of the transaction contemplated by the Permitted Acquisition; (II) the Acquisition Pro Forma fairly presents the financial condition of Borrowers, Guarantors and their respective Subsidiaries (on a consolidated basis) as of the date hereof after giving effect to the transactions contemplated by such Permitted Acquisition; (III) the Acquisition Projections are good faith estimates, based on assumptions believed at the date of such certificate in good faith to be reasonable, of the future financial performance of Borrowers, Guarantors and their respective Subsidiaries subsequent to the date thereof based upon the historical performance and the projected future financial performance of Borrowers, Guarantors and their respective Subsidiaries; and (IV) Borrowers, Guarantors and their respective Subsidiaries have completed their due diligence investigation with respect to the Target and such Permitted Acquisition, which investigation was conducted in a manner similar to that which would have been conducted by a prudent purchaser of a comparable business and the results of which investigation were acceptable to Borrowers, Guarantors and their respective Subsidiaries; (8) on or prior to the date of such Permitted Acquisition, Lender shall have received, in form and substance satisfactory to Lender, all collateral and security documents, opinions, certificates, lien search results and other documents reasonably requested by Lender to evidence compliance with the foregoing provisions of this subsection 7.6(B); and (e9) so long as no Default or Event the total Acquisition Costs payable in connection with such Permitted Acquisition shall not exceed $750,000 and the sum of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedall Acquisition Costs paid in any Fiscal Year in connection with all Permitted Acquisitions shall not exceed $1,000,000.

Restriction on Fundamental Changes. The (i) No Borrower shall notwill, nor will it permit any Restricted Subsidiary 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, and no Borrower will sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets on a consolidated basis (in each case, whether now owned or hereafter acquired), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall permit have occurred and be continuing, (A) any Restricted Subsidiary of any Borrower may merge into any Borrower in a transaction in which such Borrower is the surviving corporation; (B) any Restricted Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party; 96 WEIL:\98721861\10\35899.0596 (C) any Person may merge with or into any Loan Party or any of its Restricted Subsidiaries to, (i) merge in connection with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (andPermitted Acquisition so long as, in the case of a merger involving any such transaction involving a Domestic Loan Party, such Loan Party is the continuing surviving entity; (D) any Restricted Subsidiary may (x) sell, transfer, lease or otherwise dispose of its assets to any Borrower or to another Restricted Subsidiary, (y) be dissolved or liquidated into another Loan Party; provided, that the surviving Person shall be organized under is a Loan Party and (z) otherwise have their existence terminated to the laws extent that the assets of any state of the United States of America or the District of Columbia) or (ii) any such Restricted Subsidiary are distributed, upon such termination, to one or more other Borrowers or Restricted Subsidiaries; provided, however, that when to the extent that any Subsidiary assets that is a Loan Party is merging with another Subsidiary, (A) are distributed by a Loan Party shall be the continuing distributed to another Loan Party (or surviving another Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”who concurrently becomes a Loan Party); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (iE) any Restricted Subsidiary that is not a Loan Party may merge liquidate or consolidate with or into any other Subsidiary that is not a dissolve if the Loan Party and (ii) any which owns such Restricted Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action liquidation or dissolution is in the best interests of the Borrower such Loan Party and if is not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, howeverthat any such merger involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04(d). Notwithstanding anything to the contrary in the foregoing, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each Borrower and each of its SubsidiariesRestricted Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.04(c) at a future time; provided, that such agreement shall have complied be conditioned on (1) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 7.11 9.01 or (Additional Collateral 2) the satisfaction and Guarantiesdischarge of all outstanding Obligations under this Agreement and the other Loan Documents; provided, further that such agreement shall (x) not contain any provision imposing fees or damages on any Borrower or any of its respective Restricted Subsidiaries for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time. (ii) No Borrower will, nor will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the extent constituting an Investmenttype conducted by Livent and its Restricted Subsidiaries on the date of execution of this Agreement and businesses which are, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); andthe good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof. (eiii) so long as no Default or Event Livent and each of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedits Restricted Subsidiaries will not change their respective Fiscal Year.

Restriction on Fundamental Changes. The No Borrower shall notshall, nor or shall permit any Subsidiary to: (a) undergo a Change of its Subsidiaries toControl, (ib) merge with acquire by purchase or otherwise all or any material portion of the assets of, or Capital Stock or other evidence of beneficial ownership, of any Person or any business or division of any Person, (iic) merge into or consolidate with any other Person or (iiid) liquidate, wind up or dissolve itselfcreate any new classes of Capital Stock, except that, so long as Borrowers shall have given at least thirty (30) days prior written notice to Agent of any of the following events and have executed all documents and agreements (including supplemental powers of attorney) and taken such other additional actions as Agent may request in order to protect and continue Agent’s rights and perfection with respect to this Agreement and the other Loan Documents, the Collateral and the liens and security interests in the Collateral created herein and therein, then: (ai) any Subsidiary of any Borrower or may merge into or consolidate with any wholly-owned Subsidiary of any Borrower; (iii) any Subsidiary of any Borrower may merge into or consolidate with any Borrower, so long as such Borrower is the surviving entity of such merger or consolidation, and (iii) any Borrower (including a mergerother than SecureAlert) may merge into or consolidate with any other Borrower, provided that in any merger between any Borrower and another Borrower, the purpose surviving entity does not (A) change its legal name as reflected in its articles or certificate of which is to reorganize incorporation, organization or formation and/or as reflected on the Borrower into a new jurisdiction); providedrecords of its jurisdiction of incorporation, however, that the Borrower shall be the continuing or surviving Person (and, in the case B) change its jurisdiction of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organization and/or become organized under the laws of any state other jurisdiction, (C) change its entity organization number as issued by its jurisdiction of the United States of America or the District of Columbia) organization, or (iiD) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests chief executive office and principal place of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedbusiness.

Restriction on Fundamental Changes. The Borrower shall notNeither the Parent nor the Company shall, nor shall they permit any of its their respective Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person Person, dissolve, acquire all or (iii) liquidatesubstantially all of the Stock or Stock Equivalents of any Person, wind up acquire all or dissolve itselfsubstantially all of the assets constituting a business, division, branch or other unit of operation or trademark of any Person, enter into any joint venture or partnership with any Person, or acquire or create any Subsidiary, except that: (a) any Subsidiary Warnaco Entity may merge into or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction)any Loan Party; provided, however, that the Borrower shall be the continuing or surviving Person (andthat, in the case of any such transaction involving merger or consolidation, the Person formed by such merger or consolidation shall be a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary Warnaco Entity that is not a Loan Party may merge merger into or consolidate with or into any other Subsidiary Warnaco Entity that is not a Loan Party and Party; provided, however, that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a Wholly Owned Subsidiary of the Parent; (iic) any Warnaco Entity may form a new Wholly Owned Subsidiary; provided, however, that, in case of any such formation, the Subsidiary (other than formed shall be an indirect Wholly Owned Subsidiary of the Borrower) may liquidateParent, wind upand, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests case of the Borrower and if not materially disadvantageous to the Lendersa Domestic Subsidiary, shall become a Loan Party; (d) so long as any Warnaco Entity which is inactive or dormant (meaning that (i) on the date of determination and on a consolidated basis with its Subsidiaries, it has assets with an aggregate Fair Market Value of less than $500,000 and/or (ii) such Subsidiary is listed on Schedule 1107 hereof (Scheduled Dissolutions)) may be dissolved, provided that if such Warnaco Entity is a Loan Party, all assets distributed upon dissolution shall be distributed to another Loan Party; and (e) any Warnaco Entity may consummate a Permitted Acquisition; provided, however, that in each case under this Section 1107 both before and immediately after giving effect thereto, no Default or Event of Default exists shall have occurred and be continuing or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Borrower shall Loan Parties will not, nor shall and will not permit any of its their respective Subsidiaries (other than Excluded Subsidiaries) to, directly or indirectly: (A) unless and only to the extent required by law or as would not be reasonably expected to be materially adverse to the interests of Lenders, amend, modify or waive any term or provision of their respective articles of organization, operating agreements, management agreements, articles of incorporation, certificates of designations pertaining to preferred stock, by-laws, articles of formation or partnership agreement (provided that 10 days prior notice will be delivered to Administrative Agent of any modification that results in a Loan Party, any Subsidiary of a Loan Party (other than an Excluded Subsidiary) or any entity whose equity interest is pledged by a Loan Party pursuant to the Pledge and Security Agreement opting into Article 8 of the UCC); (B) enter into any transaction of merger or consolidation, except that (i) merge any Subsidiary of Borrower may be merged with any Personor into Borrower (provided that Borrower is the surviving entity), (ii) any Loan Party other than Borrower may merge or consolidate with any Person or other Loan Party other than Borrower, (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge merge, dissolve, liquidate or consolidate with or into any Loan Party, provided that such Loan Party shall be the continuing or surviving corporation, (iv) any Subsidiary which is not a Loan Party may merge, dissolve, liquidate, consolidate with or into any other Subsidiary which is not a Loan Party, (v) any Excluded Subsidiary may merge, dissolve, liquidate or consolidate with or into any other Subsidiary that is not a Loan Party and ▇▇▇▇▇, (iivi) any Subsidiary Permitted Acquisition and Investment or any other permitted Investment or any permitted Asset Disposition may be structured as merger, consolidation or amalgamation; (C) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), except in connection with another transaction permitted under clause (B) above or any Asset Disposition permitted under Subsection 3.7; or (D) acquire by purchase or otherwise all or any substantial part of the business, assets or equity interests of or in any Person (whether by stock purchase or otherwise) other than the Borrower) may liquidate, wind up, dissolve pursuant to a Permitted Acquisition and Investment or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant hereunder; provided that 10 days after (or such earlier date, which need not be more than 10 days prior to, as is required to Section 8.3 (Investments); provided, however, that (imaintain the perfection or priority of Administrative Agent’s security interests) the continuing or surviving Person shall be a Subsidiaryeffective date of such merger, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a mergerconsolidation, dissolution, liquidation liquidation, or consolidation, amalgamation in the purpose case of which is to effect an Asset Sale permitted pursuant to Section 8.4 clause (Sale of AssetsB) or clause (C), may be effectedsuch acquisition in the case of clause (D), or such amendment, modification or waiver in the case of clause (A), Borrower shall provide notice and a copy thereof or the documentation relating thereto to Administrative Agent.

Restriction on Fundamental Changes. The Borrower shall will not, nor shall and will not permit any of its Subsidiaries to, directly or indirectly: (i) merge with unless and only to the extent required by law or as would not be reasonably expected to be adverse to the interests of Lenders, amend, modify or waive any Personterm or provision of its articles of organization, operating agreement, management agreements, articles of incorporation, certificates of designations pertaining to preferred stock or by-laws; (ii) consolidate enter into any transaction of merger or consolidation, except that any Subsidiary of Borrower may be merged with or into Borrower or any Person wholly owned Subsidiary (provided that Borrower or such wholly owned Subsidiary is the surviving entity) and except that any Permitted Credit Agreement/Atlantic Tele-Network, Inc. Acquisition or any permitted Asset Diposition may be structured as merger; (iii) liquidate, wind wind-up or dissolve itselfitself (or suffer any liquidation or dissolution), except that: in connection with another transaction permitted under clause (ii) above; or (iv) acquire by purchase or otherwise all or any substantial part of the business or assets of any other Person (whether by stock purchase or otherwise), provided, that Borrower or any Subsidiary of Borrower may acquire all or any substantial part of the business or assets of any other Person or equity interests in any Person so long as (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists before or would will result therefromafter giving effect to such acquisition on a pro forma basis, any (b) such assets or business are held in Borrower, an existing Subsidiary may merge or a new Subsidiary that complies with any other Person in order to effect an Investment permitted Subsection 2.12, and (c) the aggregate amount of assets or business acquired pursuant to Section 8.3 this proviso in any fiscal year of Borrower (Investments); providedwithout deduction for Indebtedness assumed) does not exceed the sum of (Y) 5% of Borrower’s consolidated assets plus (Z) the excess, howeverif any, of the amount that Borrower was permitted in the prior fiscal year to dividend or distribute pursuant to clause (i) of the continuing or surviving Person shall be a Subsidiary, which together with each first proviso in Subsection 3.5 over the aggregate amount of its Subsidiaries, shall have complied with dividends and distributions actually made by Borrower during such fiscal year pursuant to clause (i) of the requirements of Section 7.11 first proviso in Subsection 3.5 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefromeach, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets“Permitted Acquisition”), may be effected.

Restriction on Fundamental Changes. The Each of Group and the Borrower shall will not, nor shall and will not permit any of its respective Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person Person, dissolve, acquire all or (iii) liquidatesubstantially all of the Stock or Stock Equivalents of any Person, wind up acquire all or dissolve itselfsubstantially all of the assets constituting a business, division, branch or other unit of operation or trademark of any Person, enter into any joint venture or partnership with any Person, or acquire or create any Subsidiary, except that: (a) any Subsidiary Warnaco Entity may merge into or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction)any Loan Party; provided, however, that the Borrower shall be the continuing or surviving Person (andthat, in the case of any such transaction involving merger or consolidation, the Person formed by such merger or consolidation shall be a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary Warnaco Entity that is not a Loan Party may merge into or consolidate with or into any other Subsidiary Warnaco Entity that is not a Loan Party and Party; provided, however, that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a Wholly Owned Subsidiary of Group; (iic) any Warnaco Entity may form a new Wholly Owned Subsidiary; provided, however, that, in case of any such formation, the Subsidiary (other than the Borrower) may liquidateformed shall be an indirect Wholly Owned Subsidiary of Group, wind upand, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests case of the Borrower and if not materially disadvantageous to the Lendersa Domestic Subsidiary, shall become a Loan Party; (d) so long as any Warnaco Entity which is inactive or dormant (meaning that on the date of determination and on a consolidated basis with its Subsidiaries, it has assets with an aggregate Fair Market Value of less than $100,000) and/or any Subsidiary that is listed on Schedule 8.7(a) or (b) (Scheduled Dissolutions) may be dissolved, provided that if such Warnaco Entity is a Loan Party, all assets distributed upon dissolution shall be distributed to another Loan Party; and (e) any Warnaco Entity may consummate a Permitted Acquisition; provided, however, that in each case under this Section 8.7 both before and immediately after giving effect thereto, no Default or Event of Default exists shall have occurred and be continuing or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Borrower shall not, nor shall permit any of its Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (dc) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (ed) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The (i) No Borrower shall notwill, nor will it permit any Restricted Subsidiary 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, and no Borrower will sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets on a consolidated basis (in each case, whether now owned or hereafter acquired), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall permit have occurred and be continuing, (A) any Restricted Subsidiary of any Borrower may merge into any Borrower in a transaction in which such Borrower is the surviving corporation; (B) any Restricted Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party; (C) any Person may merge with or into any Loan Party or any of its Restricted Subsidiaries to, (i) merge in connection with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (andPermitted Acquisition so long as, in the case of a merger involving any such transaction involving a Domestic Loan Party, such Loan Party is the continuing surviving entity; (D) any Restricted Subsidiary may (x) sell, transfer, lease or otherwise dispose of its assets to any Borrower or to another Restricted Subsidiary, (y) be dissolved or liquidated into another Loan Party; provided, that the surviving Person shall be organized under is a Loan Party and (z) otherwise have their existence terminated to the laws extent that the assets of any state of the United States of America or the District of Columbia) or (ii) any such Restricted Subsidiary are distributed, upon such termination, to one or more other Borrowers or Restricted Subsidiaries; provided, however, that when to the extent that any Subsidiary assets that is a Loan Party is merging with another Subsidiary, (A) are distributed by a Loan Party shall be the continuing distributed to another Loan Party (or surviving another Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtednesswho concurrently becomes a Loan Party);; and (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (iE) any Restricted Subsidiary that is not a Loan Party may merge liquidate or consolidate with or into any other Subsidiary that is not a dissolve if the Loan Party and (ii) any which owns such Restricted Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action liquidation or dissolution is in the best interests of the Borrower such Loan Party and if is not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, howeverthat any such merger involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04(d). Notwithstanding anything to the contrary in the foregoing, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each Borrower and each of its SubsidiariesRestricted Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.04(c) at a future time; provided, that such agreement shall have complied be conditioned on (1) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 7.11 9.01 or (Additional Collateral 2) the satisfaction and Guarantiesdischarge of all outstanding Obligations under this Agreement and the other Loan Documents; provided, further that such agreement shall (x) not contain any provision imposing fees or damages on any Borrower or any of its respective Restricted Subsidiaries for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time. (ii) No Borrower will, nor will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the extent constituting an Investmenttype conducted by Livent and its Restricted Subsidiaries on the date of execution of this Agreement and businesses which are, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); andthe good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof. (eiii) so long as no Default or Event Livent and each of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedits Restricted Subsidiaries will not change their respective Fiscal Year.

Restriction on Fundamental Changes. The Borrower Credit Parties shall not, nor not and shall not cause or permit any of its their Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) enter into any transaction of merger or consolidation except (i) any wholly-owned Subsidiary of any Borrower may be merged or consolidated with or into any Borrower (provided that such Borrower is the surviving entity) or any Credit Party (provided that any such Credit Party is the surviving entity), (ii) any Credit Party (other than Holdings) may be merged with or into any other Credit Party (other than Holdings and provided that, in the case of any merger involving the Borrower Representative, the Borrower Representative is the surviving entity) and (iii) any Subsidiary may merge be merged or consolidated with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower or into a new jurisdiction); provided, however, that the Borrower shall be the continuing any Credit Party or surviving any Subsidiary or other Person (andprovided that (A) in the case of such transaction involving any Borrower, such Borrower is the surviving entity, (B) in the case of any such transaction involving a Domestic Loan any Credit Party, either such Credit Party is the continuing surviving entity or surviving Person such transaction shall be organized under treated as an Investment and shall comply with Section 3.3 and (C) in the laws case of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any transaction involving a Subsidiary that is neither a Loan Party is merging with another SubsidiaryBorrower nor a Credit Party, (A) a Loan Party such Subsidiary shall be the continuing surviving entity or surviving Person or (B) to the extent constituting an Investment, such Investment must transaction shall be treated as an Investment permitted under and shall comply with Section 8.3(c) 3.3; it being agreed and understood that, after the Closing Date, upon prior written notice to Agent, (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (ix) any Subsidiary that is not a Loan Party of ▇▇ ▇▇, SCI, FVC Intermediate and/or FVC may merge or consolidate with and into one another (provided that with respect to any merger or into any other Subsidiary that is not a Loan Party consolidation involving FVC, FVC shall be the surviving entity), and (iiy) any Subsidiary FVC Houston may merge or consolidate with FVC (other than provided that FVC shall be the Borrowersurviving entity); or (b) may liquidate, wind up, wind-up or dissolve itself (or suffer any liquidation or dissolution) or change its legal form if organizational form, unless, solely with respect to any liquidation, winding-up or dissolution of any Subsidiary of the Borrower Representative, (i) the Borrower Representative determines in good faith that such action liquidation, dissolution or change in organizational form is in the best interests of the Borrower Credit Parties and if their Subsidiaries, taken as a whole, and is not materially disadvantageous disadvantage to the Lenders; (d) so long as no Default Lenders and, in the case of any liquidation or Event dissolution of Default exists or would result therefrom, any Subsidiary may merge with of the Borrower Representative, either the Borrower Representative or a Subsidiary receives any other Person assets of such dissolved or liquidate Subsidiary (provided that in order the case of a dissolution or liquidation of a Credit Party that results in the distribution of assets to effect a Subsidiary that is not a Credit Party, such distribution of assets shall be treated as an Investment permitted pursuant to and shall comply with Section 8.3 (Investments); provided3.3 and provided further that in the case of a dissolution or liquidation of a Borrower that is a Subsidiary of the Borrower Representative, howeverthe Person receiving the assets of such dissolved or liquidated Subsidiary is a Credit Party, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance transaction shall comply with the terms and provisions of this Agreement (including Section 8.3 (Investments2.7); and it being agreed and understood that, after the Closing Date, upon prior written notice to Agent, (ex) so long as no Default any of ▇▇ ▇▇, SCI, FVC Intermediate and/or FVC may merge or Event of Default exists consolidate with and into one another (provided that with respect to any merger or would result therefromconsolidation involving FVC, a merger, dissolution, liquidation or consolidation, FVC shall be the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assetssurviving entity), and (y) FVC Houston may merge or consolidate with FVC (provided that FVC shall be effectedthe surviving entity).

Restriction on Fundamental Changes. The Borrower Asset Sales and Primary ----------------------------------------------------------- Acquisitions. ---- Company shall not, nor and shall not permit any of its Restricted Subsidiaries to, alter the corporate, capital or legal structure of Company or any of its Restricted Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except: (i) merge any Restricted Subsidiary of Company may be merged with or into Company or any Personwholly-owned Subsidiary Guarantor, (ii) consolidate with any Person or (iii) liquidatebe liquidated, wind wound up or dissolve itselfdissolved, except or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any wholly-owned Subsidiary Guarantor; provided that: (a) any Subsidiary may merge with (i) , in the Borrower (including case of such a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower Company or such -------- wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or corporation; (ii) any one Company and its Restricted Subsidiaries may make Consolidated Capital Expenditures permitted under subsection 7.8; (iii) Company and its Restricted Subsidiaries may dispose of obsolete, worn out or more other Subsidiariessurplus property in the ordinary course of business; provided, however, (iv) Company and its Restricted Subsidiaries may sell or otherwise dispose of assets in transactions that when any Subsidiary do not constitute Asset Sales; provided that is a Loan Party is merging with another Subsidiary, (A) a Loan Party the -------- consideration received for such assets shall be the continuing or surviving Person or (B) in an amount at least equal to the extent constituting fair market value thereof; (v) Company and its Restricted Subsidiaries may make Asset Sales of the Assets Held for Sale or Development; provided that the consideration received -------- for such assets shall be in an Investment, such Investment must be an Investment permitted under Section 8.3(camount at least equal to the fair market value thereof; and (vi) Company and its Restricted Subsidiaries may make Asset Sales of (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b1) the Company may merge with Las Vegas Facility, and into Holdings, with Holdings as the surviving entity (the “AMC Merger”)2) other assets having an aggregate fair market value not in excess of $40,000,000; provided, however, provided that (iw) if requested by the consideration received for -------- such assets shall be in an amount at least equal to the fair market value thereof; (x) the consideration received for such assets shall be in the form of Cash and/or promissory notes, which notes shall be pledged to Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable pursuant to the Administrative Agent and applicable Collateral Documents; (iiy) such merger does not result in the Borrower ceasing with respect to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale involving the Las Vegas Facility, the Net Asset Sale Proceeds of such Asset Sale shall be applied as required by subsection 2.4B(iii)(d); and (z) with respect to all other Asset Sales permitted pursuant to Section 8.4 (Sale of Assetsunder this subsection 7.7(vi), may the Net Asset Sale Proceeds of such Asset Sales shall be effected.applied as required by subsection 2.4B(iii)(a). 7.8

Restriction on Fundamental Changes. The Borrower shall not, nor and shall not permit any of its Subsidiaries to, enter into any transaction of amalgamation, merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its assets (including its notes or receivables or Capital Stock of a Subsidiary, whether newly issued or outstanding), whether now owned or hereafter acquired, except: (i) merge any Subsidiary of the Borrower may be amalgamated or merged with or into the Borrower or any Subsidiary Guarantor, or be liquidated, wound up or dissolved, provided that in such case the Borrower or such Subsidiary Guarantor shall be the continuing Person, ; (ii) consolidate with all or any Person part of the business, property or assets of any Subsidiary of the Borrower may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any Subsidiary Guarantor; (iii) liquidatein addition to clauses (i) and (ii) above, wind up any Person may be merged with or dissolve itselfinto the Borrower or any Subsidiary of the Borrower, except and the Borrower and/or Subsidiary of the Borrower may amalgamate with any such Person, if the acquisition of the Capital Stock of such Person by the Borrower or such Subsidiary would have been permitted pursuant to Section 9.3(d), provided that: (aA) any Subsidiary may merge in the case of a merger with (i) or into the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person Person; (and, B) in the case of any such transaction involving other merger, if a Domestic Loan PartySubsidiary is not the continuing Person, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any becomes a Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to complies with the Lenders;provisions of Section 9.6, and (dC) so long as no Default or Event of Default exists shall have occurred or would result therefrom, any Subsidiary may merge with any other Person in order to be continuing immediately after giving effect an Investment permitted pursuant to Section 8.3 thereto; (Investments); provided, however, that (iiv) the continuing or surviving Person shall be a Subsidiary, which together with each of Borrower may split its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments)common Capital Stock; andor (ev) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale otherwise expressly permitted pursuant to Section 8.4 (Sale of Assets), may be effectedby this Agreement.

Restriction on Fundamental Changes. The Borrower shall not, nor and shall not permit any of its Subsidiaries toSubsidiary to enter into any merger, (i) merge with any Personamalgamation, (ii) consolidate with any Person consolidation, reorganization or (iii) recapitalization, liquidate, wind up or dissolve itselfor sell, except that: (a) any Subsidiary may merge with (i) the Borrower (including a mergerlease, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing transfer or surviving Person (andotherwise dispose of, in the case one (1) transaction or a series of any such transaction involving a Domestic Loan Partytransactions, the continuing all or surviving Person shall be organized under the laws substantially all of any state of the United States of America its or the District of Columbia) their business or (ii) any one assets, whether now owned or more other Subsidiarieshereafter acquired; provided, however, provided that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists shall exist either before or would result therefromafter giving effect thereto (a) any Solvent Subsidiary or other Solvent Person (other than the Borrower) may be merged, amalgamated or consolidated with or into the Borrower (so long as the Borrower is the surviving entity) or any Subsidiary may merge with (provided that if a Loan Party is a party to such transaction, such Loan Party is the surviving or resulting entity), (b) any other Person in order to effect an Investment permitted pursuant to Section 8.3 Subsidiary (Investments)including, but not limited to, a Material Subsidiary, which shall then be released from its obligations under any Guaranty and any security interest against its assets under a Security Agreement shall be released; provided, howeverthat, that (i) if such Material Subsidiary is a Guarantor, the continuing or surviving Person shall be a Subsidiary, which together with each assets of its Subsidiaries, such Guarantor shall have complied with been transferred to a Loan Party) may be liquidated, wound up or dissolved so long as it does not cause or could not be reasonably expected to cause a Material Adverse Effect, (c) any Subsidiary of the requirements of Borrower may be sold pursuant to a transaction permitted by Section 7.11 (Additional Collateral and Guaranties) 6.5 and (iid) in addition to transactions permitted under Section 6.5 (which permitted transactions shall not be restricted by this Section 6.4), all or substantially all of any Subsidiary’s business or assets may be sold, leased, transferred or otherwise disposed of, in one (1) transaction or a series of transactions, to the extent constituting an Investment, Borrower or another Subsidiary (provided that if the transferor of such Investment property is a Loan Party then the transferee thereof must be a permitted Investment in accordance with Section 8.3 (InvestmentsLoan Party); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Borrower shall not, Neither the Company nor shall permit any of its Subsidiaries toshall consummate any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the Company’s and its Subsidiaries’ assets, taken as a whole (each such transaction a “Fundamental Change”), whether now or hereafter acquired, except that (i) merge a Subsidiary of the Company may be merged into or consolidated with the Company or any PersonWholly-Owned Subsidiary of the Company (in which case the Company or such Wholly-Owned Subsidiary shall be the surviving corporation), (ii) consolidate with any Person liquidation, dissolution or winding-up (iiiincluding by “striking off” or similar proceeding) liquidate, wind up or dissolve itself, except that: (a) of any Subsidiary may merge with of the Company, after payments to its creditors, into the Company or another Subsidiary of the Company (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (andor, in the case of any such transaction involving a Domestic Loan Party“striking off” [[NYCORP:3493733v14:3138D: 11/19/2014--06:51 PM]] or similar proceeding, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investmentcreditors or other applicable Governmental Authority), such Investment must be an Investment permitted under Section 8.3(c) as applicable, and (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (biii) the Company may merge with and into Holdingsany other Person, or any Subsidiary of the Company may consolidate or merge with Holdings as any other Person; provided that (A) no Default or Unmatured Default shall exist immediately before or after giving effect to such Fundamental Change, [1st Amendment] (B) in the case of any merger of the Company, the Company shall be the surviving entity corporation (except that such other Person may be the “AMC Merger”surviving corporation if (v) it is a Delaware corporation newly formed by the Company for the purpose of reincorporating the Company in the State of Delaware, and prior to such merger has no assets or liabilities other than nominal assets and liabilities incidental to its existence as a Delaware Corporation, (w) except for the nominal assets and liabilities referred to in the preceding clause (v); provided, howeverthe assets and liabilities of such surviving corporation immediately after such merger shall be the same as those of the Company immediately prior to such merger, that (ix) if requested by such surviving corporation shall have executed and delivered to the Administrative Agent or an instrument reasonably satisfactory to the Required Lenders, Holdings shall expressly assume Administrative Agent acknowledging and agreeing to be bound by the obligations of the prior Borrower Company under this agreement Agreement and the other Loan Documents in a manner reasonably acceptable Documents), (y) no Default shall have occurred and be continuing either immediately before or immediately after giving effect to the Administrative Agent such merger and (iiz) the Lenders shall have received all documentation and other information in respect of the surviving corporation in such merger does not result in required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) USA PATRIOT Act to the extent constituting an Investmentrequest in writing by such Lenders at least 10 days prior to the effective date of such merger, and (C) in the case of any merger or consolidation of any Subsidiary of the Company, the surviving corporation shall be or become as a result thereof a Subsidiary of the Company and (D) [1st Amendment] except in the case of a newly formed Delaware corporation referred to in the preceding clause (B), such Investment must transaction shall be with a permitted Investment Person in accordance with Section 8.3 (Investments); and (e) so long a line of business substantially similar to that of the Company and its Subsidiaries as no Default of the Closing Date or Event a line of Default exists business similar, related or would result therefrom, incidental thereto or a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedlogical extension thereof.

Restriction on Fundamental Changes. The Except in connection with a Permitted Acquisition, the Borrower shall not, nor and shall not permit any of its Subsidiaries to, (a) merge or consolidate with any Person (provided 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 Subsidiary may merge into the Borrower so long as the Borrower is the surviving company, (ii) any Wholly-Owned Subsidiary may merge into or consolidate with any other Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and no person other than the Borrower or a Wholly-Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (iii) any Subsidiary of the Borrower may merge with another person in a transaction constituting an Asset Sale permitted hereunder), (b) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (iic) consolidate acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (d) enter into any joint venture or partnership with any Person or (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge other than any Permitted Joint Venture or consolidate with (e) acquire or into create any other Subsidiary that unless, after giving effect to such acquisition or creation, (i) such Subsidiary is not a Loan Party and Permitted Joint Venture or a Wholly-Owned Subsidiary of the Borrower, (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge compliance with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (iiiii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with such Subsidiary is permitted under Section 8.3 8.3(c) (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.

Restriction on Fundamental Changes. The Borrower shall Loan Parties will not, nor shall and will not permit any of its their respective Restricted Subsidiaries (other than Excluded Subsidiaries) to, directly or indirectly: (A) unless and only to the extent required by law or as would not be reasonably expected to be materially adverse to the interests of Lenders, amend, modify or waive any term or provision of their respective articles of organization, operating agreements, management agreements, articles of incorporation, certificates of designations pertaining to preferred stock, by-lawsby-laws, articles of formation or partnership agreement (provided that, 10 days prior notice will be delivered to Administrative Agent of any modification that results in a Loan Party, any Subsidiary of a Loan Party (other than an Excluded Subsidiary) or any entity whose equity interest is pledged by a Loan Party pursuant to the Pledge and Security Agreement opting into Article 8 of the UCC); (B) consummate any transaction of merger or consolidation, except that (i) merge any Subsidiary of Borrower may be merged with any Personor into Borrower (provided that, Borrower is the surviving entity), (ii) any Loan Party other than Borrower may merge or consolidate with any Person or other Loan Party other than Borrower, (iii) liquidate, wind up or dissolve itself, except that: (a) any Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided, however, that the Borrower shall be the continuing or surviving Person (and, in the case of any such transaction involving a Domestic Loan Party, the continuing or surviving Person shall be organized under the laws of any state of the United States of America or the District of Columbia) or (ii) any one or more other Subsidiaries; provided, however, that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge merge, dissolve, liquidate or consolidate with or into any Loan Party, provided that, such Loan Party shall be the continuing or surviving corporation, (iv) any Restricted Subsidiary which is not a Loan Party may merge, dissolve, liquidate, consolidate with or into any other Restricted Subsidiary, (v) any Excluded Subsidiary may merge, dissolve, liquidate or consolidate with or into any other Subsidiary that is not a Loan Party Person, and (iivi) any Subsidiary Permitted Acquisition and Investment or any other Investment or Asset Disposition permitted hereunder may be structured as merger, consolidation or amalgamation; (C) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), except in connection with another transaction permitted under clause (B) above or any Asset Disposition permitted under Subsection 3.7; or (D) acquire by purchase or otherwise all or any substantial part of the business, assets or equity interests of or in any Person (whether by stock purchase or otherwise) other than the Borrower) may liquidate, wind up, dissolve pursuant to a Permitted Acquisition and Investment or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant hereunder; provided that 10 days after (or such earlier date, which need not be more than 10 days prior to, as is required to Section 8.3 (Investments); provided, however, that (imaintain the perfection or priority of Administrative Agent’s security interests) the continuing or surviving Person shall be a Subsidiaryeffective date of such merger, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a mergerconsolidation, dissolution, liquidation liquidation, or consolidation, amalgamation in the purpose case of which is to effect an Asset Sale permitted pursuant to Section 8.4 clause (Sale of AssetsB) or clause (C), may be effectedsuch acquisition in the case of clause (D), or such amendment, modification or waiver in the case of clause (A), Borrower shall provide notice and a copy thereof or the documentation relating thereto to Administrative Agent.

Restriction on Fundamental Changes. The Borrower shall notChange its name, nor shall permit enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its Subsidiaries tobusiness or Assets, (i) merge with any Person, (ii) consolidate with any Person whether now owned or (iii) liquidate, wind up or dissolve itself, except thathereafter acquired except: (a) any Loan Party or any Subsidiary of any Loan Party may sell or dispose of Assets in accordance with the provisions of Section 6.6 hereof; (b) upon not less than thirty (30) days prior written notice to Lender, any Loan Party or Subsidiary of any Loan Party may change its name; (c) any Subsidiary of a Borrower may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction)Borrower; provided, however, provided that the such Borrower shall be the continuing or surviving Person in connection with such merger; (andd) any Subsidiary of a Borrower may be merged, in the case amalgamated or consolidated with or into any one or more Subsidiaries of such Borrower, provided that (i) if any such transaction involving a Domestic Loan Partywholly-owned, directly or indirectly, Subsidiary is merging, consolidating, combining or amalgamating with or into another Subsidiary, the continuing or surviving Person entity shall be organized under the laws of any state of the United States of America be, immediately after such merger, amalgamation, consolidation or the District of Columbia) combination, a wholly-owned, direct or indirect, Subsidiary, and (ii) if such merger, amalgamation or consolidation involves a Borrower, such Borrower shall be the continuing or surviving entity; (e) any one Subsidiary of a Loan Party (other than a Borrower) may sell or more other Subsidiaries; provideddispose of all or any part of its assets (whether as a contribution to capital, howeverdividend, upon voluntary liquidation or otherwise), provided that when the transferee is a Loan Party (whether at the time or as a result of the transfer); (f) any Borrower or its Subsidiary that is a Loan Party is merging with another Subsidiary, (A) may consummate a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effected.Permitted Acquisition. DB2/ 43206048.6

Restriction on Fundamental Changes. The Borrower shall notChange its name, nor shall permit enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its partnership interests (whether limited or general) or membership interests, as applicable, or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its Subsidiaries tobusiness or Assets, (i) merge with any Person, (ii) consolidate with any Person whether now owned or (iii) liquidate, wind up or dissolve itself, except thathereafter acquired except: (a) any Borrower or any Subsidiary of any Borrower may sell or dispose of Assets in accordance with the provisions of Section 6.6 hereof; (b) upon not less than thirty (30) days prior written notice to Lender, any Borrower or Subsidiary of any Borrower may change its name; (c) any Subsidiary of a Borrower may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction)Borrower; provided, however, provided that the such Borrower shall be the continuing or surviving Person in connection with such merger; (andd) any Subsidiary of a Borrower may be merged, in the case amalgamated or consolidated with or into any one or more Subsidiaries of such Borrower, provided that (i) if any such transaction involving a Domestic Loan Partywholly-owned, directly or indirectly, Subsidiary is merging, consolidating, combining or amalgamating with or into another Subsidiary, the continuing or surviving Person entity shall be organized under the laws of any state of the United States of America be, immediately after such merger, amalgamation, consolidation or the District of Columbia) combination, a wholly-owned, direct or indirect, Subsidiary, and (ii) if such merger, amalgamation or consolidation involves a Borrower, such Borrower shall be the continuing or surviving entity; (e) any one Subsidiary of Borrower may sell or more other Subsidiaries; provideddispose of all or any part of its assets (whether as a contribution to capital, howeverdividend, upon voluntary liquidation or otherwise), provided that when the transferee is a Loan party (whether at the time or as a result of the transfer); (f) any Borrower or its Subsidiary that is a Loan Party is merging with another Subsidiary, (A) may consummate a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted under Section 8.3(c) (Investments) or Indebtedness permitted under Section 8.1(e) (Indebtedness); (b) the Company may merge with and into Holdings, with Holdings as the surviving entity (the “AMC Merger”); provided, however, that (i) if requested by the Administrative Agent or the Required Lenders, Holdings shall expressly assume the obligations of the prior Borrower under this agreement and the other Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such merger does not result in the Borrower ceasing to be a corporation organized under the laws of the United States, any state thereof or the District of Columbia; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate, wind up, dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and if not materially disadvantageous to the Lenders; (d) so long as no Default or Event of Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 8.3 (Investments); provided, however, that (i) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 7.11 (Additional Collateral and Guaranties) and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 8.3 (Investments); and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation or consolidation, the purpose of which is to effect an Asset Sale permitted pursuant to Section 8.4 (Sale of Assets), may be effectedPermitted Acquisition.