Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any Capital Stock of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, then (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, ; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary may sell, lease, transfer or otherwise dispose of (other than in a Subsidiary Loan Partysingle transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the Capital Stock of its Subsidiaries or may liquidate or dissolve if the Borrower determines in good faith that such sale, lease, transfer, disposition, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, furtherhowever, that in no event shall any such merger involving a Person that is merger, consolidation, sale, transfer, lease or other disposition whether or not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also otherwise permitted by this Section 7.47.3 have the effect of releasing the Borrower from any of its obligations and liabilities under this Agreement or the other Loan Documents.

Fundamental Changes. (a) The None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will not, and will not permit any of its Subsidiaries to, merge into or consolidate into any other Person, or they permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each casethem, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with into the Parent Borrower in a Person if transaction in which the Parent Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary may merge into another Subsidiary, provided that any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party, the ) is a Subsidiary Loan Party (provided that, with respect to any such merger involving the Subsidiary Term Borrowers or the Foreign Subsidiary Borrowers, the surviving entity of such merger shall be a Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the surviving Person, case may be) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided, further, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04. Notwithstanding the foregoing, this Section 6.03 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, merge into into, amalgamate with or consolidate into with any other Person, or permit any other Person to merge into into, amalgamate with or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided , except that if, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary may merge with into the Company in a Person if transaction in which the Borrower (or such Subsidiary if the Borrower is not a party to such merger) Company is the surviving Personcorporation, (ii) any Subsidiary may merge into another Subsidiary, provided that any Subsidiary in a transaction in which the surviving entity is a Subsidiary (and (A) if any party to such merger is a Subsidiary Loan PartyDesignated Subsidiary, the surviving entity is a Designated Subsidiary Loan Party shall be and (B) if any party to such merger is a Borrower, the surviving Personentity is a Borrower), (iii) any Subsidiary acquisition permitted under Section 6.04 may sell, transfer, lease be accomplished by a merger of one or otherwise dispose of all or substantially all of its assets to more Subsidiaries in a transaction in which the Borrower or to surviving entity is a Subsidiary Loan Party(and (A) if any party to such merger is a Designated Subsidiary, the surviving entity is a Designated Subsidiary and (B) if any party to such merger is a Borrower, the surviving entity is a Borrower) and (iv) any Subsidiary (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders; provided, further, provided that any such merger or amalgamation involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or amalgamation shall not be permitted unless also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower will shall not, and will not nor shall it permit any of its Subsidiaries Restricted Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sellwind up, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Person may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary Person (other than the Borrower) may merge into another Subsidiaryany Restricted Subsidiary in a transaction in which the surviving entity is, provided that or upon the effectiveness of such merger will become, a Restricted Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is, or upon the effectiveness of such merger will become, a Subsidiary Loan Party shall be the surviving PersonParty, (iii) any Subsidiary Asset Sale permitted under Section 6.04 may sell, transfer, lease be structured as a merger or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, consolidation and (iv) any Restricted Subsidiary (other than a Subsidiary Loan Party) may wind up, liquidate or dissolve if (A) the Borrower determines in good faith that such winding up, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (B) with respect to any winding up, liquidation or dissolution of a Subsidiary Loan Party, all distributions in respect of Equity Interest of such Subsidiary Loan Party resulting from such winding up, liquidation or dissolution shall be made to the Borrower or other Subsidiary Loan Parties; provided, further, provided that any such merger involving a Person that is not a wholly owned Wholly Owned Restricted Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Section 7.4Sections 6.02, 6.04, 6.08 and 6.14, as applicable.

Fundamental Changes. (a) The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its their Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (i) the any Borrower or any Subsidiary may merge with a Person if the such Borrower (or such Subsidiary if the no Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the any Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any Subsidiary (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (ia) any Person may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving corporation, (b) any Person, (ii) including any Subsidiary Affiliate, may merge into another any Subsidiary in a transaction in which the surviving entity is a Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iiic) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (ivd) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if or the Borrower or any Subsidiary may sell, transfer, lease or otherwise dispose of the assets or stock of any Subsidiary if, in each case, the Borrower determines in good faith that such liquidation liquidation, dissolution, sale, transfer, lease or dissolution other disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (e) the Borrower may sell, transfer, contribute or otherwise dispose of all or substantially all the assets of or all or substantially all the stock of a Subsidiary in connection with an investment made pursuant to clause (o) of the definition of “Permitted Investments” and Section 7.08 and (f) the Borrower and the Subsidiaries may sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets of a Subsidiary, or all or substantially all the stock of a Subsidiary; provided, further, provided that any such merger involving a Person that is the aggregate amount of all dispositions pursuant to this clause (f) shall not a wholly owned Subsidiary exceed five percent (5%) of Consolidated Total Assets (determined as of the fiscal quarter of the Borrower ending immediately prior to such merger shall not be permitted unless also permitted by Section 7.4the date of the initial disposition pursuant to this clause (f)).

Fundamental Changes. (a) The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sellliquidate, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate wind up or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiarythe Borrower in a transaction in which the Borrower is the surviving entity, provided that (ii) subject to Section 6.20, any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, the a Subsidiary Loan Party shall be the surviving PersonParty, (iii) any Subsidiary may sell, transfer, lease merge or otherwise dispose of all or substantially all of its assets consolidate with any other Person in order to the Borrower or to effect a Subsidiary Loan Party, Permitted Acquisition and (iv) any Subsidiary (other than a Subsidiary Loan Partythe Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, provided that (x) any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04 and (y) any such liquidation or dissolution involving a License Subsidiary of the Borrower shall not be permitted unless such License Subsidiary conveys, leases, sells, transfers or otherwise disposes of, in one transaction or series of transactions, all or substantially all of its business or property, whether now or hereafter acquired, to a License Subsidiary.

Fundamental Changes. (a) The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock or other equity interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that (a) [the Blocker Corporations may merge or liquidate]any Inactive Subsidiary may (A) liquidate into its immediate parent company or dissolve, (B) merge into any other Inactive Subsidiary or (C) merge into any Obligor, provided that ifsuch Obligor is the survivor of such merger, and (b) if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i1) the Borrower Company or any Subsidiary may merge with a Person if the Borrower Company (or such Subsidiary if the Borrower Company is not a party to such merger) is the surviving Person, (ii2) any Subsidiary may merge into another SubsidiarySubsidiary or the Company; provided, provided however, that if the Company is a party to such merger, the Company shall be the surviving Person, provided, further, that if any party Subsidiary to such merger is a Subsidiary Loan Partyan Obligor, the Subsidiary Loan Party Obligor shall be the surviving Person, (iii3) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Company or to a Subsidiary Loan Partyan Obligor, and or (iv4) any other Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in does not have a Material Adverse Effect and such Subsidiary liquidates or dissolves into another Obligor or the best interests of the Borrower and is not materially disadvantageous to the LendersCompany; provided, further, that any such merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.paragraph 6G.

Fundamental Changes. Merge, dissolve, liquidate or consolidate with or into another Person, except that so long as no Default exists or would result therefrom, (a) The the Borrower will not, and will not permit may merge or consolidate with any of its Subsidiaries to, merge into provided that the Borrower is the continuing or consolidate into any other surviving Person, or permit (b) any other Person to Subsidiary may merge into or consolidate with itany other Subsidiary provided that, except in the case of a Permitted Integration Transaction, if a Loan Party is a party to such transaction, the continuing or sell, lease, transfer or otherwise dispose of (in surviving Person is a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuingLoan Party, (ic) the Borrower or any Subsidiary may merge with any other Person in connection with a Person if the Borrower Permitted Acquisition provided that (or such Subsidiary i) if the Borrower is not a party to such mergertransaction, the Borrower is the continuing or surviving Person and (ii) if a Loan Party is a party to such transaction, such Loan Party is the surviving Person, (iid) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Guarantor (other than Castlewilder) may dissolve, liquidate or wind up its affairs at any time provided that (i) such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and (ii) the residual assets of such Subsidiary immediately prior shall be transferred to the parent of such merger Subsidiary and (e) any Subsidiary that is a Guarantor may dissolve, liquidate or wind up its affairs provided that (i) such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and (ii) the residual assets of such Subsidiary shall not be permitted unless also permitted by Section 7.4transferred to a Loan Party.

Fundamental Changes. (a) The Except as permitted by Section 7.6, the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLender; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4. Notwithstanding the foregoing, the Borrower and the Guarantors shall be permitted to transfer real properties to SPE Subsidiaries for the purpose of permanent financing of such properties.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, (i) merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or (ii) sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all a material portion of its assets (other than in each case, whether now owned or hereafter acquiredthe ordinary course of business) or all or substantially all of the stock of any of its Subsidiaries or (in each case, whether now owned or hereafter acquirediii) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect theretothereto on a pro forma basis, no Default or Event of Default shall have occurred and be continuingoccurred, (iA) the Borrower or any Subsidiary may merge with a Person if the Borrower Person, provided that (or such Subsidiary 1) if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party Borrower shall be the surviving Person, (iii2) if a Subsidiary is a party to such merger, such Subsidiary shall be the surviving Person (if two Subsidiaries are party to such merger, one of those Subsidiaries shall be the surviving Person) and (3) such merger shall not constitute a Change in Control of the Borrower, (B) any Subsidiary may sell, transferlease, lease transfer or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (ivC) any Financial Institution Subsidiary (may sell loans, investments, or other than a Subsidiary Loan Party) may liquidate or dissolve if similar assets in the Borrower determines in good faith ordinary course of its business, provided, that such liquidation sale or dissolution is in the best interests series of sales do not constitute a sale of all or substantially all of such Financial Institution Subsidiary’s assets (D) the Borrower and is not materially disadvantageous to any Subsidiary may sell any (i) real property and improvements thereon that are owned (in whole or in part) by the Lenders; provided, further, Borrower or such Subsidiary and that any are subsequently leased back by the Borrower or such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.and (ii)

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Person may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary Person may merge or consolidate with or into another Subsidiary, provided that if any party to such merger Subsidiary in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Personor which is permitted as a Disposition under Section 6.04, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all Dispose of its assets and the Borrower or any Subsidiary may Dispose of any stock of any of its Subsidiaries to the Borrower or to another Subsidiary or in a Subsidiary Loan Party, transaction which is permitted as a Disposition under Section 6.04 and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, PROVIDED that any such merger involving which is in the nature of a sale of a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) (except as permitted by Section 7.6) or all or substantially all of the stock Capital Stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4Borrower.

Fundamental Changes. (a) The Intermediate Holdings and the Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sellconsummate a Division as the Dividing Person, lease, transfer or otherwise dispose Dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided , except that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Restricted Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Personcompany, (ii) any Restricted Subsidiary (other than the Borrower) or other Person may merge into another Subsidiary, provided that any Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and if any a party to such merger transaction is a Subsidiary Loan Party, the Subsidiary resulting entity shall also be a Loan Party shall be the surviving PersonParty), (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all Dispose of its assets to the Borrower or to a Subsidiary Loan Partyanother Restricted Subsidiary, and (iv) any Restricted Subsidiary that is a limited liability company may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Restricted Subsidiaries at such time, or, with respect to assets not so held by one or more Restricted Subsidiaries, such Division, in the aggregate, would otherwise result in a Disposition permitted by Section 6.04(j) and (other than a v) any Restricted Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, provided that any such merger or Division involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or Division shall not be permitted unless also permitted by Section 7.46.05; provided further that, notwithstanding anything to the contrary in this Agreement, any Subsidiary which is a Division Successor resulting from a Division of assets of a Restricted Subsidiary may not be deemed to be an Immaterial Subsidiary at the time of or in connection with the applicable Division.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of or other equity interest in any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, then (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, ; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary may sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of or other than a Subsidiary Loan Party) equity interest or may liquidate or dissolve if no Default or Event of Default has occurred and is continuing or would result therefrom, and the Borrower determines in good faith that such sale, lease, transfer, disposition, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, furtherhowever, that (x) in no event shall any such merger involving a Person that is merger, consolidation, sale, transfer, lease or other disposition whether or not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also otherwise permitted by this Section 7.47.3 have the effect of releasing the Borrower from any of its obligations and liabilities under this Agreement or the other Loan Documents and (y) in no event shall the Borrower merge or consolidate with or into any other Person, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its business and assets (whether now owned or hereafter acquired) to, any Person, except pursuant to Section 14 or Section 15 (to the extent it applies to a merger pursuant to Section 14) of the Borrower Partnership Agreement.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any other Person, including a Subsidiary, may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger Subsidiary in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) the Borrower may merge into or consolidate with another Person in a transaction in which such other Person is the surviving entity if such other Person is organized and validly existing under the laws of the United States or any State thereof and by operation of law or otherwise assumes all obligations of the Borrower hereunder and such assumption is evidenced by an opinion of counsel to such other Person satisfactory in form and substance to the Administrative Agent; provided, further, PROVIDED that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.05.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Material Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (including pursuant to a Division and whether in a single one transaction or in a series of transactions) all (or substantially all all) of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of or other equity interest in any of its the Material Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, unless: (a) at the time thereof and immediately after giving effect thereto, thereto no Event of Default or Event of Default shall have occurred and be continuing, ; and (b) (i) the Borrower or any a Material Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Personentity or the recipient of the assets so sold, (ii) transferred, leased or otherwise disposed of in any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sellsale, transfer, lease or otherwise dispose other disposition of assets, provided, that no such merger, consolidation, sale, transfer, lease or other disposition shall have the effect of releasing the Borrower from any of the Obligations or (ii) such merger, consolidation, sale, transfer, lease or other disposition, when taken together with all other consolidations, mergers or sales of assets by the Borrower or any Material Subsidiary since the Closing Date, shall not result in the disposition by the Borrower and the Material Subsidiaries of assets in an amount that would constitute all or substantially all of its the consolidated assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4Material Subsidiaries.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided that if any party to such merger is a Subsidiary Loan PartyWholly Owned Subsidiary, the Wholly Owned Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to merge into the Borrower or to a Subsidiary Loan Partyif Borrower is the surviving Person, and (iv) any Subsidiary (other than a Subsidiary Loan PartyWholly Owned Subsidiary) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower CFC and CHL will not, and will not permit any of its Subsidiaries their respective subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another SubsidiaryCFC or CHL in a transaction in which CFC or CHL, provided that if as applicable, is the surviving corporation, (ii) any party to such merger subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all its assets to CFC, CHL or substantially all to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the Borrower or to a Subsidiary Loan Partybest interests of CFC and its Subsidiaries, and (ivv) any Subsidiary (other than a Subsidiary Loan PartyCHL) may liquidate or dissolve if the Borrower CFC determines in good faith that such liquidation or dissolution is in the best interests of the Borrower CFC and its Subsidiaries and is not materially disadvantageous to the Lenders; provided, further, that Lenders and (vi) CFC or any such merger involving Subsidiary may merge with a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also if (A) permitted by Section 7.46.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation.

Fundamental Changes. (a) The Borrower Borrowers will not, and will not permit any of its their respective Subsidiaries to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the any Borrower or any Subsidiary may merge with a Person if the such Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person (except in the event of a merger among Subsidiary Loan Parties, in which case any single Subsidiary Loan Party shall be the surviving Person), (iii) any (a) Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the any Borrower or to a Subsidiary Loan Party, (b) Domestic Subsidiary that is not Loan Party may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any other Domestic Subsidiary that is not a Loan Party and (c) Foreign Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any other Foreign Subsidiary and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower Such Credit Party will not, and will not permit any of its Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Person (other than the Borrower or any Subsidiary Borrower) may merge with into a Person if the Borrower (or such Subsidiary if the Borrower is not Credit Party in a party to such merger) transaction in which a Credit Party is the surviving Personentity, (ii) any Subsidiary Person (other than the Borrower), including any Affiliate, may merge into another Subsidiary, provided that if with any party to such merger Subsidiary of a Credit Party in a transaction in which the surviving entity is a Subsidiary Loan of a Credit Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary (other than the Borrower) of a Credit Party may sell, transfer, lease or otherwise dispose of all or substantially all of its assets or stock to the Borrower a Credit Party or to another Subsidiary of a Subsidiary Loan Credit Party, and (iv) any Subsidiary (other than the Borrower) of a Subsidiary Loan Party) Credit Party may liquidate or dissolve if and any Credit Party or any of its Subsidiaries may sell, transfer, lease or otherwise dispose of the assets or stock of any Subsidiary if, in each case, the Borrower determines in good faith that such liquidation or dissolution action (x) is in the best interests of the Borrower Credit Parties and (y) is not materially disadvantageous to the Lenders, (v) any Credit Party and any of its Subsidiaries may sell immaterial businesses, including other Subsidiaries, in the ordinary course of business and (vi) any Subsidiary of a Credit Party formed for the purpose of acquiring a Person or a minority interest in any Person may merge into such Person; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger nothing in this Section 6.03 shall not be permitted unless also permitted by Section 7.4prohibit the consummation of the Transactions in accordance with the Transaction Agreement and the Scheme.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its their consolidated assets (including all or substantially all of the Equity Interests in the Subsidiaries) (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided that ifthat, at the time thereof and immediately after giving effect thereto, no Default or Event following events shall be permitted without the consent of Default shall have occurred and be continuing, the Lenders: (i) any Person may merge into the Borrower or any Subsidiary may merge with in a Person if transaction in which the Borrower is the surviving corporation (or such Subsidiary or, if the Borrower is not a party the survivor, the Required Lenders have consented to such merger) is the surviving Persontransaction), (ii) any Subsidiary Person may merge into another Subsidiary, provided that if any party to such merger Subsidiary in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may liquidate or dissolve or sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to, another Person if the Borrower determines in good faith that such liquidation or dissolution, merger or disposition is in the best interests of the Borrower, is not materially disadvantageous to the Lenders, and does not result in a Default or an Event of Default hereunder and (v) the Borrower or any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if in connection with any disposition of assets that is permitted by this Agreement; and provided further that only the Borrower determines in good faith that such liquidation or dissolution is in the best interests approval of the Borrower and is not materially disadvantageous to Required Lenders, without the Lenders; providedpayment of any fees by the Borrower, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4required for an Approved M&A Transaction.

Fundamental Changes. (a) The Borrower CFC will not, and will not permit any of its Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another SubsidiaryCFC or CHL in a transaction in which CFC or CHL, provided that if as applicable, is the surviving corporation, (ii) any party to such merger subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all its assets to CFC, CHL or substantially all to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the Borrower or to a Subsidiary Loan Partybest interests of CFC and its Subsidiaries, and (ivv) any Subsidiary (other than a Subsidiary Loan PartyCHL) may liquidate or dissolve if the Borrower CFC determines in good faith that such liquidation or dissolution is in the best interests of the Borrower CFC and its Subsidiaries and is not materially disadvantageous to the Lenders; provided, further, that Lenders and (vi) CFC or any such merger involving Subsidiary may merge with a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also if (A) permitted by Section 7.46.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any other Person, including a Subsidiary, may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger Subsidiary in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) the Borrower may merge into or consolidate with another Person in a transaction in which such other Person is the surviving entity if such other Person is organized and validly existing under the laws of the United States or any State thereof and by operation of law or otherwise assumes all obligations of the Borrower hereunder and such assumption is evidenced by an opinion of counsel to such other Person satisfactory in form and substance to the Administrative Agent; provided, further, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.05.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, or lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, (iv) the Borrower and any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the extent permitted in Section 7.6, and (ivv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any Capital Stock of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, then (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, ; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary may sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of or other than a Subsidiary Loan Party) equity interest or may liquidate or dissolve if no Default or Event of Default has occurred and is continuing or would result therefrom, and the Borrower determines in good faith that such sale, lease, transfer, disposition, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, furtherhowever, that in no event shall any such merger involving a Person that is merger, consolidation, sale, transfer, lease or other disposition whether or not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also otherwise permitted by this Section 7.47.3 have the effect of releasing the Borrower from any of its obligations and liabilities under this Agreement or the other Loan Documents.

Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary of the Borrower or any Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger Loan Party in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary (iii) any Person may merge into any Loan Party shall be or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving Personentity, (iiiiv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a another Subsidiary Loan Party, and (ivv) any Subsidiary (other than that is not a Subsidiary Loan Party) Party may liquidate or dissolve if the Borrower Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of the Borrower such Loan Party and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its 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 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge 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 Loan Party or its Subsidiary 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.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Person may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary Subsidiary/Person may merge into another Subsidiary, provided that if any party to such merger Subsidiary in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyGuarantor (subject to the limitations of Section 6.04), and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (v) the Borrower may effect the 2008 Restructuring and (vi) the Borrower or any Subsidiary may sell all of the Equity Interest of a Subsidiary, and a Subsidiary may sell, lease, transfer or otherwise dispose of assets, if permitted under Section 6.05; provided, further, provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary of its Subsidiaries the Borrower to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary of the Borrower or any Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary of the Borrower may merge into another Subsidiary, provided that if any party to such merger Subsidiary of the Borrower in a transaction in which the surviving entity is a Subsidiary Loan Party, of the Subsidiary Loan Party shall be the surviving PersonBorrower, (iii) any Subsidiary of the Borrower may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to so long as it does not cause a Subsidiary Loan Partybreach of any other provision of this Agreement, and (iv) any the Borrower may transfer its interests in a Subsidiary (other than a Guarantor (while it is a Guarantor) so long as it does not cause a breach of any other provision of this Agreement and (v) any Subsidiary Loan Party) of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, provided that any such merger involving a Person that is not a wholly owned Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower will Company shall not, and will not nor shall it permit any of its Subsidiaries Subsidiary to, merge directly or indirectly, merge, dissolve, liquidate, consolidate with or into or consolidate into any other another Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (whether in a single one transaction or in a series of transactions) all or substantially all of its the assets (in each case, whether now owned or hereafter acquired) of the Company and its Subsidiaries, taken as a whole, to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary (other than any Designated Borrower) may merge or consolidate with and into the Company, so long as the Company shall be the continuing or surviving Person of such merger or consolidation; (b) any Subsidiary (other than any Designated Borrower) may merge or consolidate with or into any other Subsidiary (other than any Designated Borrower), so long as a Subsidiary is the continuing or surviving Person of such merger or consolidation; (c) any Subsidiary (other than any Designated Borrower) may merge or consolidate with or into any other Person; provided, that, (i) if such merger or consolidation involves the Company, the Company shall be the continuing or surviving Person, and (ii) such merger or consolidation does not result in the Disposition of all or substantially all of the stock assets of the Company and its Subsidiaries, taken as a whole; and (d) any of its Subsidiaries Subsidiary (in each caseother than any Designated Borrower) may dissolve or liquidate; provided, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuingthat, (i) such dissolution or liquidation does not result in the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose Disposition of all or substantially all of the assets of the Company and its assets to the Borrower or to Subsidiaries, taken as a Subsidiary Loan Partywhole, and (ivii) any Subsidiary (other than such dissolution or liquidation could not reasonably be expected to have a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4Material Adverse Effect.

Fundamental Changes. (a) The Borrower Parent and the Company will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or amalgamate or consolidate into with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of its assets the stock of any Subsidiary (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary Person may merge with into the Parent or the Company in a Person if transaction in which the Borrower (Parent or such Subsidiary if the Borrower is not a party to such merger) Company, as the case may be, is the surviving Personcorporation, (ii) any Person may merge into or amalgamate with any Borrower in a transaction in which the surviving entity is the applicable Borrower and any other Subsidiary may merge into another Subsidiary, any other Subsidiary provided that if any party to such merger Subsidiary is a Subsidiary Loan PartyGuarantor hereunder, the surviving Subsidiary Loan Party shall continue to be a Guarantor to the surviving Personextent such prior Subsidiary was a Guarantor of the Obligations hereunder, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Parent, the Company or another Credit Party (subject to Section 7.04), (iv) the Parent or any of its Subsidiaries may sell, transfer, lease or otherwise dispose of assets to any Person other than the Parent or a Subsidiary Loan PartyGuarantor provided that the aggregate amount of all asset sales (excluding any transactions permitted pursuant to Section 7.01(d), sales of inventory in the ordinary course of business and dispositions of obsolete equipment and other assets in the ordinary course of business) made pursuant to this clause (iv) in any fiscal year of the Company shall not exceed $100,000,000, (v) any Subsidiary (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve if the Borrower Company or the Parent (as the case may be) determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company or the Parent (as the case may be) and is not materially disadvantageous to the LendersLenders and (vi) any restructuring, regardless of whether accomplished by liquidation, contribution, distribution, merger or any other technique, whereby the ownership of Foreign Subsidiaries is changed, so long as each such Foreign Subsidiary that is a Subsidiary of Abercrombie & Fitch International, Inc. prior to such restructuring remains, directly or indirectly, a Subsidiary of Abercrombie & Fitch International, Inc. after such restructuring; provided, further, provided that any such merger or amalgamation described in clause (ii) above involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or amalgamation shall not be permitted unless also permitted by Section 7.47.04.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.47.4 and (v) the foregoing shall not prohibit the incurrence of any Liens otherwise permitted under this Agreement.

Fundamental Changes. (a) The US Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (other than sales of Receivables, operating leases through its leasing Subsidiaries or interests therein in each casethe ordinary course of business for finance companies by the US Borrower or a Securitization Subsidiary in connection with a Qualified Securitization Transaction), whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary Person may merge with into any Borrower in a Person if the transaction in which such Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary Person (other than the US Borrower) may merge into another Subsidiary, provided that if any party to such merger Subsidiary in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Persondirect or indirect Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the US Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the US Borrower determines in good faith that such liquidation or dissolution is in the best interests of the US Borrower and is not materially disadvantageous to the Lenders; provided, further, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.48.06 and (v) the US Borrower may sell, transfer, lease or otherwise dispose of stock of any Subsidiary and any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets, so long as the aggregate consideration received in any such transaction does not exceed $25,000,000 and shall be applied to the extent required by Section 4.06.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous reasonably likely individually or in the aggregate to the Lendershave a Material Adverse Effect; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Parent and the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of its assets the stock of any Subsidiary (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Person may merge into the Parent or the Borrower in a transaction in which the Parent or any Subsidiary the Borrower, as the case may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) be, is the surviving Personcorporation, (ii) any Subsidiary Person may merge into another Subsidiary, provided that if any party to such merger Subsidiary in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Parent, the Borrower or to a Subsidiary another Loan Party, and (iv) any disposition of assets constituting an investment permitted by Section 6.05(c) shall be permitted and (v) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower or the Parent (as the case may be) determines in good faith that such liquidation or dissolution is in the best interests of the Borrower or the Parent (as the case may be) and is not materially disadvantageous to the Lenders; provided, further, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.05.

Fundamental Changes. (a) The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock or other equity interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that (a) the Blocker Corporations may merge or liquidate into any Obligor, provided that ifsuch Obligor is the survivor of such merger, and (b) if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i1) the Borrower Company or any Subsidiary may merge with a Person if the Borrower Company (or such Subsidiary if the Borrower Company is not a party to such merger) is the surviving Person, (ii2) any Subsidiary may merge into another SubsidiarySubsidiary or the Company; provided, provided however, that if the Company is a party to such merger, the Company shall be the surviving Person, provided, further, that if any party Subsidiary to such merger is a Subsidiary Loan Partyan Obligor, the Subsidiary Loan Party Obligor shall be the surviving Person, (iii3) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Company or to a Subsidiary Loan Partyan Obligor, and or (iv4) any other Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in does not have a Material Adverse Effect and such Subsidiary liquidates or dissolves into another Obligor or the best interests of the Borrower and is not materially disadvantageous to the LendersCompany; provided, further, that any such merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.paragraph 6G.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that (i) any Inactive Subsidiary may (A) liquidate into its immediate parent company or dissolve, (B) merge into any other Inactive Subsidiary or (C) merge into the Borrower or any other Loan Party; provided that ifthe Borrower or such Loan Party is the survivor of such merger, and (ii) if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuingcontinuing (except, in the case of an Acquisition subject to the Incremental Funds Certain Provision, in which case there is no Default or Event of Default immediately before or immediately after execution and delivery of the applicable Acquisition Agreement and there is no Specified Event of Default at the date the applicable Permitted Acquisition is consummated) (iA) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (iiB) any Subsidiary may merge into another SubsidiarySubsidiary or the Borrower; provided, provided however, that if the Borrower is a party to such merger, the Borrower shall be the surviving Person, provided, further, that if any party Subsidiary to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iiiC) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (ivD) any other Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and Borrower, is not materially disadvantageous to the Lenders, and such Subsidiary dissolves into another Subsidiary Loan Party or the Borrower; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Person may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary Person (other than the Borrower) may merge or consolidate with or into another Subsidiary, provided that if any party to such merger Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Personor which is permitted as a Disposition under Section 6.04, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all Dispose of its assets assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary or in a Subsidiary Loan Party, transaction which is permitted as a Disposition under Section 6.04 and (iv) any Restricted Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, provided that any such merger involving which is in the nature of a sale of a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower Sponsor will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Credit Event of Default shall have occurred and be continuing, continuing (i) the Borrower Sponsor or any Subsidiary may merge with a Person if the Borrower Sponsor (or such Subsidiary if the Borrower Sponsor is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another SubsidiarySubsidiary or the Sponsor; provided, provided however, that if the Sponsor is a party to such merger, the Sponsor shall be the surviving Person, provided, further, that if any party Subsidiary to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party Guarantor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Sponsor or to a Subsidiary Loan PartyGuarantor, and (iv) any other Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower Sponsor determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and Sponsor, is not materially disadvantageous to the LendersParticipants, and such Subsidiary dissolves into another Guarantor or the Sponsor; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.48.4.

Fundamental Changes. (a) The Borrower Each of CFC and CB will not, and will not permit any of its Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with into CFC, CHL or CB in a Person if the Borrower (transaction in which CFC, CHL or such Subsidiary if the Borrower is not a party to such merger) CB, as applicable, is the surviving Personcorporation, (ii) any Subsidiary of CFC or CB may merge into another Subsidiaryany other subsidiary of CFC or CB, provided that if any party to such merger as the case may be, in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Personsubsidiary thereof, (iii) any Subsidiary of CFC or CB may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC or CB, as the Borrower case may be, or to a Subsidiary Loan Partythereof, and (iv) any Subsidiary of CFC or CB may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC or CB, as the case may be, in good faith to be in the best interests of it and its Subsidiaries, (v) any Subsidiary of CFC or CB (other than a Subsidiary Loan PartyCHL) may liquidate or dissolve if CFC or CB, as the Borrower case may be, determines in good faith that such liquidation or dissolution is in the best interests of CFC or CB, as the Borrower case may be, and its Subsidiaries and is not materially disadvantageous to the Lenders; provided, further, that Lenders and (vi) CFC or CB or any such merger involving Subsidiary thereof may merge with a Person that is not a wholly wholly-owned Subsidiary thereof immediately prior to such merger shall not be permitted unless also if (A) permitted by Section 7.46.04 and (B) in the case of any merger involving CFC or CHL or CB, CFC or CHL or CB, as applicable, is the surviving corporation.

Fundamental Changes. (a) The Borrower will notMerge, and will not permit any of its Subsidiaries todissolve, merge liquidate, consolidate with or into or consolidate into any other another Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (whether in a single one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or all or substantially all of the stock in favor of any of its Subsidiaries (in each casePerson, whether now owned or hereafter acquired) or liquidate or dissolve; provided that ifexcept that, at the time thereof and immediately after giving effect thereto, so long as no Default exists or Event of Default shall have occurred and be continuing, would result therefrom: (a) any Loan Party may merge with (i) the Borrower or any Subsidiary may merge with a Person if Borrower; provided that the Borrower (shall be the continuing or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, or (ii) any Subsidiary may merge into another Subsidiary, provided that if one or more other Loan Parties; (b) any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to a Subsidiary another Loan Party; (c) in connection with any Permitted Acquisition, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if of the Borrower determines in good faith may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such liquidation or dissolution is in the best interests merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is not materially disadvantageous a party, such Loan Party is the surviving Person; and (d) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to the Lendersmerge into or consolidate with it; provided, furtherhowever, that in each case, immediately after giving effect thereto (i) in the case of any such merger involving to which the Borrower is a party, the Borrower is the surviving Person that is not a wholly owned Subsidiary immediately prior to and (ii) in the case of any such merger shall not be permitted unless also permitted by Section 7.4.to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person. 7.05

Fundamental Changes. (a) The Holdings and the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, or lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary of Holdings other than the Borrower may consolidate or any Subsidiary may merge with or into a Person if the Borrower (Person formed by or surviving such consolidation or merger is, or immediately following such consolidation or merger becomes, a Subsidiary if the Borrower is not a party to such merger) is the surviving PersonLoan Party, (ii) any Subsidiary may consolidate or merge with or into another Subsidiary; provided, provided that if any party to such consolidation or merger is a Subsidiary Loan Party, the Person formed by or surviving such consolidation or merger must be, or immediately following such consolidation or merger become, a Subsidiary Loan Party shall be the surviving PersonParty, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to Holdings, the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower Holdings determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Holdings and is not materially disadvantageous to the Lenders; provided, further, that any such consolidation or merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such consolidation or merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Such Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary Person may merge with into such Borrower in a Person if the transaction in which such Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary Person (other than such Borrower) may merge or consolidate with or into another Subsidiary, provided that if any party to such merger is of its Restricted Subsidiaries in a Subsidiary Loan Party, the Subsidiary Loan Party shall be transaction in which the surviving Person, entity is its Restricted Subsidiary or which is permitted as a Disposition under Section 6.04; (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all Dispose of its assets assets, and such Borrower or any of its Restricted Subsidiaries may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the such Borrower or to another Restricted Subsidiary of such Borrower or in a Subsidiary Loan Party, transaction which is permitted as a Disposition under Section 6.04 and (iv) any Subsidiary (other than a Subsidiary Loan Party) of its Restricted Subsidiaries may liquidate or dissolve if the such Borrower determines in good faith that such liquidation or dissolution is in the best interests of the such Borrower and is not materially disadvantageous to the Lenders; provided, further, provided that any such merger involving which is in the nature of a sale of a Person that is not a wholly owned Restricted Subsidiary of such Borrower immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower will Such Credit Party shall not, and will shall not suffer or permit any of its Subsidiaries to, merge into merge, consolidate, amalgamate or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or sell all or substantially all of the stock assets of any Credit Party or any of its Subsidiaries Subsidiaries, or liquidate, wind up or dissolve itself (in each caseor suffer any liquidation or dissolution), whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except if at the time thereof and immediately after giving effect theretothereto no Event of Default shall have occurred and be continuing, (a) any Subsidiary that is not a Credit Party may merge, consolidate, amalgamate or sell all or substantially all of its assets to another Subsidiary that is not a Credit Party or to a Credit Party; provided that, if either such Subsidiary is a direct Subsidiary of a Credit Party, the surviving entity or the transferee entity, as applicable, shall be a direct Subsidiary of a Credit Party; provided further that in any such merger, consolidation, amalgamation or sale involving a Credit Party, the surviving entity or transferee entity, as applicable, shall be a Credit Party or a Person that becomes a Credit Party; (b) any Subsidiary that is a Credit Party (other than the Borrower) may merge, consolidate, amalgamate or sell all or substantially all of its assets to another Subsidiary that is a Credit Party (including the Borrower); provided that the surviving entity or the transferee entity, as applicable, shall be a Credit Party; provided, further, that, in the event that any of the foregoing involves the Borrower, the surviving entity or the transferee entity, as applicable, shall be the Borrower; (c) the Borrower may merge, consolidate, amalgamate or sell all or substantially all of its assets to a Subsidiary owned directly by the Borrower immediately prior to such transactions; provided that (i) the surviving entity of a merger with the Borrower or the transferee entity that receives all or substantially all of the Borrower’s assets, as applicable (the “Successor Entity”), shall be a corporation or limited liability company organized and existing under the laws of the United States, any State thereof or the District of Columbia and shall expressly assume all of the obligations of the Borrower under the Loan Documents pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, (ii) immediately after giving effect to such merger, consolidation, amalgamation or sale, as applicable, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (iiii) except as the Borrower or any Subsidiary Administrative Agent may merge with a Person if otherwise agree, each Guarantor, unless it is the Borrower (or such Subsidiary if the Borrower is not a other party to such merger) is , consolidation, amalgamation or sale, as applicable, shall execute and deliver a reaffirmation agreement with respect to its obligations under the surviving Personother Loan Documents in form and substance reasonably satisfactory to the Administrative Agent, (iiiv) the Successor Entity shall provide the documentation and other information to the Administrative Agent as the Administrative Agent and the Lenders reasonably determine are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act; provided that, the Borrower shall have notified the Administrative Agent in writing at least seven (7) Business Days prior to such merger, consolidation, amalgamation or sale, as applicable, and each Lender shall have been provided with documentation and other information it reasonably determines are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act, at least five (5) Business Days prior to the consummation of such merger, consolidation, amalgamation or sale, as applicable, as has been reasonably requested in writing at least six (6) Business Days prior to such merger, consolidation, amalgamation or sale, as applicable, and (v) the Successor Entity shall deliver an officer’s certificate to the Administrative Agent to the effect that after giving effect to such merger, consolidation, amalgamation or sale, as applicable, no Default or Event of Default shall have occurred and be continuing or would result therefrom (it being understood and agreed that, if the foregoing conditions under clauses (i) through (v) are satisfied, the Successor Entity will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents); and (d) any Subsidiary may merge into another Subsidiaryliquidate, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate wind up or dissolve if so long as (i) the Borrower determines in good faith that such liquidation liquidation, winding up or dissolution is in the best interests interest of the Borrower and its Subsidiaries and (ii) in the case of any liquidation, winding up or dissolution of any Subsidiary that is not materially disadvantageous a Guarantor, such Subsidiary shall, at or before the time of such liquidation, winding up or dissolution, transfer its assets (if any) to the Lenders; provided, further, that any such merger involving a Person Borrower or another Subsidiary that is not a wholly owned Subsidiary immediately prior Guarantor in the same national jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent; provided that, no such action pursuant to clause (a), (b), (c) or (d) above is permitted if such action could reasonably be expected, in the judgment of the Borrower, to (i) have a material adverse effect on the Lenders, (ii) be disproportionately beneficial to the holders of any Material Indebtedness of the Borrower or its Subsidiaries as compared to the Lenders or (iii) be disproportionately adverse to the Lenders as compared to such merger shall not be permitted unless also permitted by Section 7.4other holders.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary, ; provided that if any party to such merger is a Subsidiary Loan Party, the a Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as such term is defined in Section 7.4 below), if any, is also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary Guarantor to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided that if any party to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party Guarantor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyGuarantor, and (iv) any Subsidiary (other than a Subsidiary Loan PartyGuarantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrower, and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Except as permitted in Section 7.6, the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, however, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided however, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve into a Subsidiary Loan Party or into the Borrower if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, furtherhowever, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Except as permitted in Section 7.5, the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, however, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided however, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or CHAR1\935816v6 otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve into a Subsidiary Loan Party or into the Borrower if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, furtherhowever, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.47.3.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock Capital Stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, however, that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiaryor consolidate with, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may or sell, transferlease, lease transfer or otherwise dispose of all or substantially all of its assets to or the Capital Stock of any of its Subsidiaries to, (A) the Borrower so long as, in the case of a merger, the Borrower is the surviving Person and (B) any other Person so long as after giving effect thereto, no Event of Default has occurred and the surviving Person is or to becomes a Subsidiary Loan Party, and (ivii) any Subsidiary that is not a Loan Party may merge or consolidate with, or sell, lease, transfer or otherwise dispose of all or substantially all of its assets or the Capital Stock of any of its Subsidiaries to any other Subsidiary that is not a Loan Party so long as the surviving Person has complied with the applicable requirements of Section 5.12, if any, (iii) any Subsidiary (other than a Subsidiary Loan PartyParty or a Material Foreign Subsidiary if any portion of its Capital Stock has been pledged to the Administrative Agent) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Lenders and (iv) the Borrower and its Subsidiaries may consummate the sales contemplated under Section 7.42.13(c)(iii)(A) and (B).

Fundamental Changes. (a) The Borrower Loan Parties will not, and will not permit any of its Subsidiaries Significant Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in Significant Subsidiaries(in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Significant Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Significant Subsidiary may merge into another Subsidiary; provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party surviving Person shall be the surviving Persona Loan Party, (iii) any Significant Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary; provided, that if such Significant Subsidiary is a Loan Party, and it may only sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Loan Party, (iv) [Reserved], (v) any Significant Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests and with the consent of the Required Lenders; and (vi) subject to Section 2.8, sales and other dispositions of property that the Borrower or its Subsidiaries reasonably determine is obsolete and is not materially disadvantageous to no longer used or useful in the Lendersordinary course of its business; provided, furtherthat with respect to clauses (i) and (ii) of this Section 7.3(a), that any such merger involving a Person that is not a wholly owned Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party and, if the selling Subsidiary is not a Subsidiary Loan Party, to any Subsidiary and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Each of the Company and the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Person may merge into the Company or the Borrower in a transaction in which the Company or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) Borrower, as applicable, is the surviving Personcorporation, (ii) any Subsidiary Person may merge into another any Subsidiary in a transaction in which the surviving entity is a Subsidiary, ; provided that if any party one of the parties to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party Guarantor shall be the surviving Personentity, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets (A) to the Borrower or to another Subsidiary; provided that if one of the parties to such transaction is a Subsidiary Loan PartyGuarantor, and either (1) the Subsidiary Guarantor shall be the transferee or (2) the transaction is permitted by Section 6.9 or (B) in a transaction permitted by Section 6.9, (iv) the Borrower may sell the Equity Interests in a Subsidiary in a transaction permitted by Section 6.9 and (v) any Subsidiary (other than which is not a Subsidiary Loan Party) Guarantor may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4Borrower.

Fundamental Changes. (a) The US Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (other than sales of Receivables, operating leases through its leasing Subsidiaries or interests therein in each casethe ordinary course of business for finance companies by the US Borrower or a Securitization Subsidiary in connection with a Qualified Securitization Transaction), whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary Person may merge with into the US Borrower in a Person if transaction in which the US Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary Person (other than the US Borrower) may merge into another Subsidiary, provided that if any party to such merger Subsidiary in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Persondirect or indirect Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the US Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the US Borrower determines in good faith that such liquidation or dissolution is in the best interests of the US Borrower and is not materially disadvantageous to the Lenders; provided, further, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.48.06 and (v) the US Borrower may sell, transfer, lease or otherwise dispose of stock of any Subsidiary and any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets, so long as the aggregate consideration received in any such transaction does not exceed $25,000,000 and shall be applied to the extent required by Section 4.06.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its the assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of Borrower and its Subsidiaries on a consolidated basis (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further(v) any Subsidiary may merge, that dissolve or consolidate in connection with the consummation of any such merger involving a Person Permitted Acquisition, and (vi) any Subsidiary that is not a wholly owned Loan Party may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or any Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4of the Borrower.

Fundamental Changes. (a) The Each of the Company and the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Person may merge into the Company or the Borrower in a transaction in which the Company or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) Borrower, as applicable, is the surviving Personcorporation, (ii) any Subsidiary Person may merge into another any Subsidiary in a transaction in which the surviving entity is a Subsidiary, ; provided that if any party one of the parties to such merger is a Subsidiary Loan PartyGuarantor or a Qualified Subsidiary, the Subsidiary Loan Party Guarantor or Qualified Subsidiary shall be the surviving Personentity, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets (A) to the Borrower or to another Subsidiary; provided that if one of the parties to such transaction is a Subsidiary Loan PartyGuarantor or a Qualified Subsidiary, either (1) the Subsidiary Guarantor or Qualified Subsidiary shall be the transferee or (2) the transaction is permitted by Section 10.9 or (B) in a transaction permitted by Section 10.9, (iv) the Borrower may sell the Equity Interests in a Subsidiary in a transaction permitted by Section 10.9, and (ivv) any Subsidiary (other than which is not a Subsidiary Loan Party) Guarantor or a Qualified Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4Borrower.

Fundamental Changes. (a) The Borrower Holdings and the Issuer will not, and will not permit any of its their respective Subsidiaries to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (i) the Borrower Issuer or any Subsidiary may merge with a Person if the Borrower Issuer (or such Subsidiary if the Borrower Issuer is not a party to such merger) is the surviving Person; provided that a Subsidiary Note Party shall be the surviving Person in a merger between a Subsidiary Note Party and a Subsidiary that is not a Subsidiary Note Party, (ii) any Subsidiary may 76 merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Note Party, the Subsidiary Loan Note Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease lease, dissolve into or otherwise dispose of all or substantially all of its assets to the Borrower Issuer or to a Subsidiary Loan Party, Note Party and (iv) any Subsidiary (other than a Subsidiary Loan Note Party) may liquidate or dissolve if the Borrower Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Issuer and is not materially disadvantageous to the LendersNoteholders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonWholly-Owned Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyWholly-Owned Subsidiary, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve or sell, transfer, lease or otherwise dispose of its assets in compliance with Section 7.07 if the Borrower determines in good faith that such liquidation liquidation, dissolution, sale, transfer, lease or dissolution other disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 7.04(f) so long as after giving effect thereto the Person surviving such merger is a Wholly-Owned Subsidiary; provided, further, provided that any such merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.47.04.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person each other if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary Guarantor to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided that if any party to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party Guarantor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyGuarantor, and (iv) any Subsidiary (other than a Subsidiary Loan PartyGuarantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrower, and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and nor -------------------- will not it permit any of its Subsidiaries Restricted Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Person may merge into the Borrower or any a Restricted Subsidiary may merge with (other than a Person if License Subsidiary) pursuant to a transaction that constitutes a Permitted Acquisition, provided that the -------- survivor of such merger is the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving PersonRestricted Subsidiary, as applicable; (ii) any Restricted Subsidiary (other than a License Subsidiary) may merge into another any other Restricted Subsidiary (other than a License Subsidiary, provided that if any party to such merger ) in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonRestricted Subsidiary, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any another Restricted Subsidiary (other than a License Subsidiary) or (iv) any Restricted Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the its best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, provided -------- that any such merger involving a the Borrower or any Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04.

Fundamental Changes. (a) The Neither STX nor the Borrower will notwill, and will not permit any of its their respective Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with itSTX or the Borrower or any of their respective Subsidiaries, or liquidate or dissolve, nor will STX or the Borrower sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its the assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock Borrower and the Subsidiaries, taken as a whole (whether directly or through the sale, transfer, lease or other disposition of any the assets of its Subsidiaries (in each caseone or more Subsidiaries), whether now owned or hereafter acquired) or liquidate or dissolve; provided that ifexcept that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary Person may merge with STX or the Borrower in a transaction in which the surviving entity is a Person organized or existing under the laws of the United States of America, any State thereof, the District of Columbia or Ireland or the Cayman Islands and, if the Borrower (or such Subsidiary if the Borrower surviving entity is not STX or the Borrower, as the case may be, such Person expressly assumes, in writing, all the obligations of STX or the Borrower, as the case may be, under the Loan Documents and provides the Lenders with requisite “know-your-customer” information as reasonably requested by a party to such merger) is the surviving PersonLender, and (ii) any Subsidiary Person may merge into another Subsidiary, provided that any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party, the ) is a Subsidiary Loan Party shall be the surviving Person, (iii) and any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Section 7.4Sections 6.04 and 6.08.

Fundamental Changes. (a) The No Borrower will, nor will not, and will not it permit any of its Subsidiaries other Loan Party to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose Dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each caseassets, whether now owned or hereafter acquired) or liquidate or dissolve; , except that, and provided that if, with respect to the matters in the following clauses (ii) through (v) at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, (i) the any Borrower or any Subsidiary may merge sell, transfer or lease inventory and scrap or otherwise dispose of obsolete material, inventory or equipment in the ordinary course of business upon terms substantially consistent with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Personpast practices, (ii) any Subsidiary of a Borrower may merge into another Subsidiary, provided that if any party to such merger a Borrower in a transaction in which a Borrower is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Personentity, (iii) any Subsidiary Loan Party (other than a Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party, (iv) any Borrower may merge into any other Borrower (other than Alta Group), (v) any Loan Party may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary any other Loan Party, and (ivvi) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the LendersLenders and all assets of such Subsidiary are transferred to a Loan Party; provided, further, provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower Company or any Subsidiary may merge with a Person if the Borrower Company (or such Subsidiary if the Borrower Company is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another SubsidiarySubsidiary or the Company; provided, provided however, that if the Company is a party to such merger, the Company shall be the surviving Person, provided, further, that if any party Subsidiary to such merger is a Subsidiary Loan Partyan Obligor, the Subsidiary Loan Party Obligor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Company or to a Subsidiary Loan Partyan Obligor, and (iv) ARPR, AIC or any Additional Obligor may liquidate or dissolve into the Company if such liquidation or dissolution does not have a Material Adverse Effect, (v) any other Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in does not have a Material Adverse Effect and such Subsidiary liquidates or dissolves into another Obligor or the best interests of the Borrower and is not materially disadvantageous to the LendersCompany; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.paragraph 6I.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Excluding Permitted Acquisitions, the Borrower will not, and will not permit any of its Subsidiaries the Loan Parties to, make any Acquisitions, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries the Loan Parties (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary Loan Party may merge with a Person if the Borrower (or such Subsidiary Loan Party if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary Loan Party may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, so long as the Subsidiary Loan Party shall be the Borrower and Parent are at all times surviving Personentities, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partythe Parent, and (iv) any Subsidiary Loan Party (other than a Subsidiary Loan Partythe Borrower or the Parent) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary of Borrower or Parent immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Excluding Permitted Acquisitions, the Borrower will not, and will not permit any of its Subsidiaries the Loan Parties to, make any Acquisitions, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries the Loan Parties (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary Loan Party may merge with a Person if the Borrower (or such Subsidiary Loan Party if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary Loan Party may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, so long as the Subsidiary Loan Party shall be the Borrower and Parent are at all times surviving Personentities, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary the Parent or any other Loan Party, and (iv) any Subsidiary Loan Party (other than a Subsidiary Loan Partythe Borrower or the Parent) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (v) any Excluded Subsidiary may liquidate or dissolve or be merged into a Loan Party or another Excluded Subsidiary; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary of Borrower or Parent immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The No Borrower will not, and nor will not permit any of its Subsidiaries to, merge into into, amalgamate or consolidate into with any other Person, or permit any other Person to merge into into, amalgamate or consolidate with it, or sellliquidate, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate wind-up or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, (i) the Borrower Company may amalgamate with or any Subsidiary may merge with any Person in a Person if transaction where the Borrower (or such Subsidiary if the Borrower is not a party to such merger) Company is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, corporation and (iv) any Subsidiary (other than a Receivables Subsidiary, Insurance Subsidiary Loan Partyor Timber SPV) (i) may liquidate amalgamate with or merge into the Company in a transaction in which the Company is the surviving corporation, (ii) may amalgamate with or merge into any Loan Party in a transaction in which the surviving entity is a Loan Party or that becomes a Loan Party simultaneously with such merger in connection with a Permitted Acquisition and pursuant to which such surviving Loan Party assumes all of the Obligations of the Person so amalgamated or merged, (iii) that is not a Loan Party may amalgamate with or merge into any Subsidiary that is not a Loan Party or any Person that becomes a Loan Party or a Subsidiary simultaneously with such merger, (iv) may merge into any other Person that becomes a Loan Party in connection with a Permitted Acquisition, (v) may liquidate, wind-up or dissolve if the Borrower Company determines in good faith that such liquidation liquidation, winding-up or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders; provided, further, provided that any such amalgamation or merger involving a Person that is not a wholly owned Controlled Subsidiary immediately prior to such amalgamation or merger shall not be permitted unless also permitted by Section 7.47.07.

Fundamental Changes. (a) The Borrower will Borrowers shall not, and will shall not permit any other member of its Subsidiaries the Borrower Affiliated Group to, liquidate, merge into or consolidate into or with any other Person or enter into or undertake any plan or agreement of liquidation, merger or consolidation with any other Person, provided that (i) a Borrower may merge with another company in connection with a Permitted Acquisition if such Borrower is the surviving company, (ii) any wholly-owned Subsidiary of any Borrower may merge or permit consolidate into or with such Borrower or any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose wholly-owned Subsidiary of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, such Borrower if no Default or Event of Default shall have has occurred and be continuing, (i) the is continuing or would result from such merger and if such Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary is the surviving company, (iii) a Subsidiary of any Borrower may merge into another entity in connection with a Permitted Acquisition if, upon consummation of such merger, the surviving entity shall be a direct or indirect wholly-owned Subsidiary of such Borrower and, if the Borrower surviving entity is not a Domestic Subsidiary, a party to such merger) is the surviving PersonSecurity Documents, (iiiv) any Domestic Subsidiary may merge into another any other Domestic Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iiiv) any Foreign Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a merge into any other Foreign Subsidiary Loan Party, and (ivvi) any Subsidiary (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve if the Lead Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is would not materially disadvantageous to the Lenders; provided, further, that any such merger involving have a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4Material Adverse Effect.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all ), or substantially all engage in a sale/leaseback transaction with respect to, any substantial part of its assets assets, any trade receivables (other than an assignment in each caseconnection with the collection thereof in the ordinary course of business), whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary/Person may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary Subsidiary/Person may merge into another Subsidiary, provided that if any party to such merger Subsidiary in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous the assets of such Subsidiary are distributed to the Lenders; providedBorrower in liquidation or dissolution, further, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04, and (v) Borrower and its Subsidiaries may sell, transfer, or otherwise dispose of (in one transaction or a series of transactions), or engage in a sale/leaseback transaction with respect to, assets if the consideration received is in cash or cash equivalents at least equal to the fair market value of such assets and the aggregate consideration received does not exceed $15,000,000 for all such sales, transfers, or dispositions.

Fundamental Changes. (a) The Borrower Except as permitted in Section 6.19, the Sponsor will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, however, that if, if at the time thereof and immediately after giving effect thereto, no Default Unmatured Credit Event or Credit Event of Default shall have occurred and be continuing, continuing (i) the Borrower Sponsor or any Subsidiary may merge with a Person if the Borrower Sponsor (or such Subsidiary if the Borrower Sponsor is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided however, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Sponsor or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than may liquidate or dissolve into a Subsidiary Loan Party) may liquidate or dissolve into the Sponsor if the Borrower Sponsor determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Sponsor and is not materially disadvantageous to the LendersParticipants; provided, furtherhowever, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.19.

Fundamental Changes. (a) The Neither the Parent nor the Borrower will notwill, and neither of them will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) the Parent may merge with or into any other Person so long as the Parent is the surviving entity, (ii) the Borrower may merge with or into any other Person so long as the Borrower is the surviving entity and remains a wholly owned subsidiary of the Parent, (iii) any Subsidiary may merge with or into any other wholly owned Subsidiary in a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is transaction in which the surviving Person, (ii) entity is a Subsidiary and any Subsidiary may merge with or into another Subsidiary, provided that if any party to such merger Borrower in a transaction in which the Borrower is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Personentity, (iiiiv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a another Subsidiary Loan Party, and (ivv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the its best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, amalgamate with, merge into or consolidate into with any other Person, or permit any other Person to amalgamate with, merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) with the consent of the Administrative Agent not to be unreasonably withheld, any Guarantor may amalgamate with or merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) with the consent of the Administrative Agent not to be unreasonably withheld, any Subsidiary Guarantor may merge into another Subsidiary, provided that if any party be continued from one form of jurisdiction to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Personanother, (iii) any Subsidiary Guarantor may sellmerge into any other Guarantor in a transaction in which the surviving entity is a Guarantor, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04, (iv) any Person (other than the Borrower or any Guarantor) may amalgamate with or merge into any Subsidiary (other than a Guarantor) in a transaction in which the surviving entity is a Subsidiary, and (v) any Subsidiary may wind up, liquidate or dissolve if (x) the Borrower determines in good faith that such wind up, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (y) in connection with any such wind up, liquidation or dissolution of a Loan Party, all the assets of such Loan Party are transferred to another Loan Party.

Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower any Loan Party (other than a Borrower) or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower that is not a party to such merger) is Loan Party may merge into any other Loan Party in a transaction in which the surviving Person, entity is a Loan Party; (ii) any Subsidiary that is not a Loan Party may merge into another Subsidiary, provided with any other Subsidiary that if any party to such merger is not a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, ; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of the such Borrower and is not materially disadvantageous to the LendersLender; provided(iv) any Borrower (other than Compresso Partners) may merge with any other Borrower or any other Loan Party so long as the surviving entity is a wholly owned Subsidiary and such surviving entity assumes all of such Borrower’s obligations and liabilities hereunder and under the other Loan Documents by operation of law or contract; (v) any Person may merge into a Loan Party in connection with a Permitted Acquisition; and (vi) any Investment permitted by Section 6.04(d) may be structured as a merger, further, consolidation or amalgamation; provided that any such merger referred to in clause (i), (ii), (iv), (v) or (vi) involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower will notMerge, and will not permit any of its Subsidiaries todissolve, merge liquidate, consolidate with or into or consolidate into any other another Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (whether in a single one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or all or substantially all of the stock in favor of any of its Subsidiaries Person (including, in each case, whether now owned pursuant to a Delaware LLC Division), except that: any Covenant Entity may merge with (x) the Borrower, provided that the Borrower shall be the continuing or hereafter acquiredsurviving Person, or (y) any one or liquidate or dissolvemore other Covenant Entities; provided that ifwhen any Loan Party is merging with a Non-Loan Party, at the time thereof Loan Party shall be the continuing or surviving Person; 143 provided, further, that no Covenant Entity other than a Digital Business Entity may merge into a Digital Business Entity with the Digital Business Entity as the surviving Person; any Covenant Entity other than the Borrower may liquidate or dissolve and immediately after giving effect theretomay change its legal form, in each case only so long as (A) no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (iB) the Borrower Lien on or security interest in any Subsidiary may merge Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such change, and (C) with a Person if respect to any change in legal form, the Guaranty of the Secured Obligations by such Covenant Entity shall remain in effect to the same extent as immediately prior to such change; any Covenant Entity other than the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Covenant Entity; provided that if the Borrower or to transferor in such a Subsidiary transaction is a Loan Party, and then (ivi) any Subsidiary the transferee must be a Loan Party that is a Covenant Entity or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in a Covenant Entity which is not a Loan Party in accordance with Section 7.03 (other than a Subsidiary Loan Party) may liquidate or dissolve if Section 7.03(f)), respectively; the Borrower determines in good faith may merge with any other Person; provided that such liquidation or dissolution is in the best interests of the Borrower shall be the continuing or surviving corporation; any Covenant Entity other than the Borrower may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.03 (other than Section 7.03(f)); provided that the continuing or surviving Person shall be a Covenant Entity, which shall have complied with the requirements of Section 6.11; and a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is not materially disadvantageous to the Lenders; providedeffect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e)), further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not may be permitted unless also permitted by Section 7.4effected.

Fundamental Changes. (a) The Each of the Company and the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Person may merge into the Company or the Borrower in a transaction in which the Company or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) Borrower, as applicable, is the surviving Personcorporation, (ii) any Subsidiary Person may merge into another any Subsidiary in a transaction in which the surviving entity is a Subsidiary, ; provided that if any party one of the parties to such merger is a Subsidiary Loan PartyGuarantor or a Qualified Subsidiary, the Subsidiary Loan Party Guarantor or Qualified Subsidiary shall be the surviving Personentity, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets (A) to the Borrower or to another Subsidiary; provided that if one of the parties to such transaction is a Subsidiary Loan PartyGuarantor or a Qualified Subsidiary, and either (1) the Subsidiary Guarantor or Qualified Subsidiary shall be the transferee or (2) the transaction is permitted by Section 6.9 or (B) in a transaction permitted by Section 6.9, (iv) the Borrower may sell the Equity Interests in a Subsidiary in a transaction permitted by Section 6.9 and (v) any Subsidiary (other than which is not a Subsidiary Loan Party) Guarantor or a Qualified Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4Borrower.

Fundamental Changes. (a) The Borrower will notMerge, and will not permit any of its Subsidiaries todissolve, merge liquidate, consolidate with or into or consolidate into any other another Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (whether in a single one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or all in favor of any Person; provided that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower may merge or substantially all of the stock of consolidate with any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default Borrower shall be the continuing or Event of Default shall have occurred and be continuingsurviving corporation, (ib) any Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower, (c) any Foreign Subsidiary may merge be merged or consolidated with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) into any Subsidiary may merge into another Subsidiary, Loan Party provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the continuing or surviving Personcorporation, (iiid) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that may merge with any such merger involving a Person that is not a wholly owned Loan Party in connection with a Disposition permitted under Section 8.05 or a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation, (g) any Wholly Owned Subsidiary immediately prior to of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such merger shall dissolution, liquidation or winding up, as applicable, could not be permitted unless also permitted by Section 7.4have a Material Adverse Effect and (h) the Borrower and its Subsidiaries may enter into the Permitted Disposition.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the i)~the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonPerson or, if not, the surviving Person shall execute and deliver to the Administrative Agent an agreement guaranteeing payment of the Obligations in form and substance satisfactory to the Administrative Agent and the Required Lenders, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will shall not, and will shall not permit any of its Material Subsidiaries to, merge into or consolidate into with any other Person, or liquidate or dissolve, or permit any other Person to merge into or consolidate with it, except that (i) the Borrower may merge with any Person organized under the laws of the United States of America or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all one of its assets States or the District of Columbia so long as (A) the Borrower is the surviving corporation (except that, so long as the other conditions of this clause (i) are met, the Borrower need not be the surviving corporation in each case, whether now owned or hereafter acquired) or all or substantially the case of a merger solely in connection with a re-domestication of its State of formation under which all of the stock shareholders of any the Borrower immediately prior to such re-domestication merger are all of its Subsidiaries the shareholders of the surviving corporation), (in each case, whether now owned or hereafter acquiredB) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, and (iC) the Borrower or any Subsidiary may merge with a Person if Senior Debt Rating by each Rating Agency immediately following the Borrower (or such Subsidiary if the Borrower proposed merger’s becoming known publicly is not a party more than one level or category lower than the Senior Debt Rating by such Rating Agency immediately prior to such the proposed merger) is the surviving Person’s becoming known publicly, (ii) any Material Subsidiary may merge into another Subsidiary, provided that if any party to such merger other Subsidiary (so long as the surviving entity is a Subsidiary Loan Party, Material Subsidiary) or the Subsidiary Loan Party shall be the surviving PersonBorrower, (iii) any merger of a Material Subsidiary may sellin connection with the Borrower’s disposition of such Material Subsidiary is permitted, transfer, lease or otherwise dispose so long as such disposition by merger does not breach the provisions of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartySection 6.05, and (iv) any Material Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that Lenders in any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4material respect.

Fundamental Changes. (a) The Borrower Borrowers will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in consummate a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of Division as the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) Dividing Person or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary Person may merge into or consolidate with a Person if the Borrower (or in a transaction in which such Subsidiary if the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Borrower) may merge into or consolidate with any Person in a transaction in which the surviving entity is a Borrower or a Subsidiary, (iii) a Person may be merged into a Borrower or any Subsidiary Loan Partypursuant to a Permitted Acquisition, (iv) any Subsidiary that is an LLC may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Wholly-Owned Subsidiaries at such time, or, with respect to assets not so held by one or more Wholly-Owned Subsidiaries, such Division, in the aggregate would otherwise result in an Asset Disposition permitted by Section 6.03(b) and (v) any Subsidiary (other than a Borrower) may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders; provided, further, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower Excluding Permitted Acquisitions, the Parent will not, and will not permit any of its Subsidiaries to, make any Acquisitions, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary Loan Party may merge with a Person if the Borrower (or such Subsidiary any other Loan Party if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary Loan Party may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, so long as the Subsidiary Loan Party shall be Borrower, Holdings and the Parent are at all times surviving Personentities, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary any Loan PartyParty (other than Parent and Holdings), and (iv) any Subsidiary Loan Party (other than a Subsidiary Loan Partythe Borrower, Holdings and the Parent) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (v) any Excluded Subsidiary may liquidate or dissolve or be merged into a Loan Party (other than Parent and Holdings) or another Excluded Subsidiary; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary of Borrower, the Parent or Holdings immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, or lease, transfer or otherwise dispose Dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, (iv) the Borrower and any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the extent permitted in Section 7.6, and (ivv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case), whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary of the Borrower or any Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger Loan Party in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary (iii) any Person may merge into any Loan Party shall be or any of its Subsidiaries in connection with a Permitted Acquisition or any Investment permitted under Section 6.04 so long as, in the case of a merger involving any Loan Party, such Loan Party is the surviving Personentity (or the surviving entity becomes a Loan Party in accordance with this Agreement), (iiiiv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (ivv) any Subsidiary that is not a Loan Party may merge into any other Subsidiary that is not a Loan Party and (other than a vi) any Subsidiary Loan Party) may liquidate or dissolve if the Borrower reasonably determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and its Subsidiaries, and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower Company will not, and will not permit any of its Material Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with into the Company in a Person if transaction in which the Borrower (or such Subsidiary if the Borrower is not a party to such merger) Company is the surviving Personcorporation, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger Subsidiary in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Company or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and would not result in a Material Adverse Effect; provided that a Borrowing Subsidiary may not merge, consolidate, liquidate or dissolve unless, in addition to the foregoing conditions, the surviving entity, or the entity into which such Borrowing Subsidiary liquidates or dissolves, is a Borrower and is not materially disadvantageous assumes all Obligations of such Borrowing Subsidiary and (v) the Spin-Off may be consummated if (A) the Company has delivered to the Lenders; providedLenders the pro forma financial statements required by clause (c) of Section 5.01 and such pro forma financial statements do not differ in any material respect with respect to the Company from the financial statements contained in the Spin-Off Information, further(B) the Spin-Off is consummated in all material respects with respect to the Company in accordance with the Spin-Off Information and all applicable laws, that any such merger involving a Person that is not a wholly owned Subsidiary (C) immediately prior to such merger the Spin-Off, no material adverse change in the business, assets, operations or financial condition of the Company and its Subsidiaries, taken as a whole, shall not have occurred and (D) immediately after giving effect to the Spin-Off, no Default shall have occurred and be permitted unless also permitted by Section 7.4continuing.

Fundamental Changes. (a) The Except as permitted by Section 7.6, the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLender; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4. Notwithstanding the foregoing, (i) the Borrower and the Guarantors shall be permitted to transfer real properties to SPE Subsidiaries for the purpose of permanent financing of such properties, and (ii) the Borrower shall be permitted to split into two or more entities (collectively, the "Resulting Companies"), provided that (A) no Default or Event of Default shall have occurred and be continuing, (B) the Borrower shall continue in existence as one of the Resulting Companies, (C) the Resulting Companies shall execute and deliver a agreement in form and substance acceptable to the Lender in its sole discretion, pursuant to which the Resulting Companies not a party hereto agree to join in and become a party to, and subject to the terms and conditions of, this Agreement, and the Resulting Companies acknowledge, agree and confirm that the financial covenants contained herein shall thereafter be applicable to the Resulting Companies on a combined basis, (D) the Resulting Companies other than Borrower shall have delivered to Lender, in form and substance acceptable to Lender in its sole discretion, the promissory notes, contribution agreements, certificates, and other instruments contemplated by Section 3.1(b)(ii), (iv), (v), (vi), (x) and (xi) of this Agreement, (E) Lender shall have approved the form of any indemnification and/or subordination agreement by and among the Resulting Companies, or any of them, and (F) the Resulting Companies shall have reimbursed Lender for the costs and expenses incurred by Lender and its counsel in connection with such transaction.

Fundamental Changes. (a) The Borrower Sponsor will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower Sponsor or any Subsidiary may merge with a Person if the Borrower Sponsor (or such Subsidiary if the Borrower Sponsor is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another SubsidiarySubsidiary or the Sponsor; provided, provided however, that if the Sponsor is a party to such merger, the Sponsor shall be the surviving Person, provided, further, that if any party Subsidiary to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party Guarantor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Sponsor or to a Subsidiary Loan PartyGuarantor, and (iv) any Subsidiary (other than a Subsidiary Loan Party) Xxxxx Rents Puerto Rico, Inc. may liquidate or dissolve into the Sponsor if the Borrower Sponsor determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Sponsor and is not materially disadvantageous to the LendersParticipants, (v) any other Subsidiary may liquidate or dissolve if the Sponsor determines in good faith that such liquidation or dissolution is in the best interests of the Sponsor, is not materially disadvantageous to the Participants, and such Subsidiary dissolves into another Guarantor or the Sponsor; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.48.4. The Sponsor will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted by the Sponsor and its Subsidiaries on the date hereof and businesses reasonably related thereto.

Fundamental Changes. (a) The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets assets, or (in each case, whether now 62 owned or hereafter acquired) or all sell, transfer, lease or substantially all of the stock otherwise dispose of any Capital Stock of its Subsidiaries (in each caseany Subsidiary, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary Person may merge with into the Company in a Person if transaction in which the Borrower (or such Subsidiary if the Borrower is not a party to such merger) Company is the surviving Personcorporation, (ii) any Subsidiary Person may merge into another Subsidiary, provided that if any party to such merger Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonWholly-Owned Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all its assets to the Company or substantially all to a Wholly-Owned Subsidiary; provided that, upon request of the Required Lenders, any deferred purchase price shall be evidenced by a promissory note in form and substance reasonably acceptable to the Required Lenders, (iv) the Company or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a Subsidiary Loan Party, extent permitted by Section 6.07(c) and (ivv) any Subsidiary (other than a Borrowing Subsidiary Loan Party) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders; provided, further, provided that any such merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets assets, or (in each case, whether now owned or hereafter acquired) or all sell, transfer, lease or substantially all of the stock otherwise dispose of any Capital Stock of its Subsidiaries (in each caseany Subsidiary, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary Person may merge with into the Company in a Person if transaction in which the Borrower (or such Subsidiary if the Borrower is not a party to such merger) Company is the surviving Personcorporation, (ii) any Subsidiary Person may merge into another Subsidiary, provided that if any party to such merger Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonWholly-Owned Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all its assets to the Company or substantially all to a Wholly-Owned Subsidiary; PROVIDED that, upon request of the Required Lenders, any deferred purchase price shall be evidenced by a promissory note in form and substance reasonably acceptable to the Required Lenders, (iv) the Company or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a Subsidiary Loan Party, extent permitted by Section 6.07(c) and (ivv) any Subsidiary (other than a Borrowing Subsidiary Loan Party) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders; provided, further, provided that any such merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower will not, and will not cause or permit any member of its Subsidiaries to, the Consolidated Group to merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Material Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if into the Borrower (or such Subsidiary if in a transaction in which the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary may merge into another any other Subsidiary in a transaction in which the surviving entity is a Subsidiary, provided that if any party the Subsidiary that is to such merger be merged out of existence is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party shall be the surviving Personentity is a Guarantor, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary, provided that if the Subsidiary selling, transferring or otherwise disposing of its assets is a Subsidiary Guarantor, the transferee is a Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Bridge Lenders; provided, further, provided that any such merger transaction described in clauses (i) through (iii), inclusive, above involving a Person Subsidiary that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04.

Fundamental Changes. (a) The Borrower will notMerge, and will not permit any of its Subsidiaries todissolve, merge liquidate, consolidate with or into or consolidate into any other another Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (whether in a single one transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or all or substantially all of the stock in favor of any of its Subsidiaries (in each casePerson, whether now owned or hereafter acquired) or except that: any Subsidiary may merge, dissolve, liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default consolidate with or Event of Default shall have occurred and be continuing, into (i) the Borrower or any Subsidiary may merge with a Person if Borrower, provided that the Borrower (shall be the continuing or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, or (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) one or more other Subsidiaries; any Subsidiary may sell, transfer, lease or otherwise dispose Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a Subsidiary Loan Partytransaction is a wholly-owned Subsidiary, and (iv) then the transferee must either be the Borrower or a wholly-owned Subsidiary; any Subsidiary may merge with any Person (other than the Borrower or a Subsidiary) in a transaction permitted by Section 7.02(d); provided that (i) the Subsidiary Loan Partyshall be the continuing or surviving Person and (ii) immediately before and after such merger there shall not exist any Default or Event of Default; the Borrower and any Subsidiary may liquidate or dissolve if the Borrower determines (i) Immaterial Subsidiaries and (ii) Persons whose assets are sold in good faith that such liquidation or dissolution is in the best interests of a Disposition permitted by Section 7.04; the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any Subsidiary may conduct any such merger involving a Person that is not a wholly owned Subsidiary immediately prior transactions which may be necessary or advisable to such merger shall not be permitted unless also permitted by Section 7.4.complete the Separation Transactions; and

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary (other than any Subsidiary that has not complied with the provisions of Section 5.12 prior to such sale, transfer, lease or disposition), provided that if any party to such disposition is a Subsidiary Loan Party, and the Subsidiary Loan Party or the Borrower shall be the acquirer of such assets, (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.47.4 and (v) the Permitted MLP Transaction may be consummated.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Material Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of related transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Material Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Person may merge into or consolidate with the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary the Borrower may merge into another Subsidiary, provided that or consolidate with any Person if any party to such merger the surviving Person is a Subsidiary Loan Party, domestic entity and expressly assumes the Subsidiary Loan Party shall be obligations of the surviving PersonBorrower under this Agreement, (iii) the Borrower may sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets to any Person if the acquiring Person is a domestic entity and expressly assumes the obligations of the Borrower under this Agreement or is a Wholly Owned Subsidiary of the Borrower, (iv) any Person may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a another Subsidiary Loan Party, and (ivvi) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.involving

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, then (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, ; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary may sell, lease, transfer or otherwise dispose of (other than in a Subsidiary Loan Partysingle transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the Capital Stock of its Subsidiaries or may liquidate or dissolve if the Borrower determines in good faith that such sale, lease, transfer, disposition, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, furtherhowever, that in no event shall any such merger involving a Person that is merger, consolidation, sale, transfer, lease or other disposition whether or not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also otherwise permitted by this Section 7.47.3 have the effect of releasing the Borrower from any of its obligations and liabilities under this Agreement or the other Loan Documents.

Fundamental Changes. (a) The Borrower will notMerge, and will not permit any of its Subsidiaries to, merge into combine or consolidate into with any other Person, or permit any other Person to merge into liquidate, wind up its affairs or consolidate with itdissolve itself, or sell, lease, transfer or otherwise dispose of (in each case whether in a single transaction or in a series of related transactions, except for (i) all or substantially all of its assets (in each case, whether now owned or hereafter acquired1) or all or substantially all of the stock of any of its Subsidiaries Restricted Investments permitted under Section 10.2.5; and (in each case, whether now owned or hereafter acquired2) or liquidate or dissolvePermitted Asset Dispositions; provided that ifwithin 270 days following any transfer, at sale, assignment, lease or other disposition of Equipment by Borrower, Borrower shall either (y) reinvest the time thereof proceeds of such transfer, sale, assignment, lease or disposition in assets of a similar nature or (z) deposit such proceeds in the Dominion Account and provided, further, that all assets purchased with such proceeds shall be free and clear of all Liens, except Agent’s Liens or other Permitted Liens, (ii) non-hostile acquisitions of third party entities or businesses in a similar or ancillary business sector to Borrower, provided that immediately after giving effect theretofollowing such acquisition, no on a pro forma basis, (1) Liquidity shall be in excess of $50,000,000 with all trade payables being paid when due in accordance with their terms and customary practice and (2) there shall not then exist and be continuing a Default or Event of Default shall have occurred (each, a “Permitted Acquisition”), and (iii) any Guarantor may merge into or consolidate with, or may be continuingliquidated, (i) the wound up or dissolved into, Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) other Guarantor; any Pledged Foreign Subsidiary may merge into another Subsidiaryor consolidate with, provided that if or may be liquidated, wound up or dissolved into, Borrower, any party to such merger is a Guarantor or any other Pledged Foreign Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) and any Unpledged Foreign Subsidiary may sellmerge into or consolidate with, transferor may be liquidated, lease wound-up or otherwise dispose of all dissolved into, Borrower or substantially all any of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.Subsidiaries;

Fundamental Changes. (a) The Borrower Company will not, and will not permit any of its Subsidiaries Material Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Material Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided , except that if, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary Person may merge with into the Company in a Person if transaction in which the Borrower (or such Subsidiary if the Borrower is not a party to such merger) Company is the surviving Personcorporation, (ii) any Subsidiary Person (other than any Borrower) may merge into another any Subsidiary in a transaction in which the surviving entity is a Subsidiary, provided that if any Borrower (other than the Company) is a party to such merger is a Subsidiary Loan Partytransaction, the Subsidiary Loan Party such Borrower shall be the surviving Personentity, (iii) any such Subsidiary (other than a Borrower) may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Company or to a 5-YEAR REVOLVING CREDIT AGREEMENT another Subsidiary Loan Party, and (iv) any such Subsidiary (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders; provided. Notwithstanding the foregoing or anything set forth in this Agreement to the contrary, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4the Company and its Subsidiaries may consummate the Divestiture.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect theretothereto on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is will not materially disadvantageous adversely affect the Borrower’s ability to the Lendersperform its obligations under this Agreement; provided, further, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial portion of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its the Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto, thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Person may merge into the Borrower or any Subsidiary may merge with in a Person if the Borrower (or such Subsidiary if transaction in which the Borrower is not a party to such merger) is the surviving Personcorporation, (ii) any Subsidiary Person may merge into another Subsidiary, provided that if any party to such merger Subsidiary in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; providedLenders and any distribution or other transfer of assets in connection with such liquidation or dissolution is made to the Borrower or another Subsidiary in an amount consistent with such person's ownership percentage of the Subsidiary being dissolved or liquidated, further(v) the Borrower and the Subsidiaries may sell, lease or otherwise dispose of property in any individual transaction not related to any other such transaction if the aggregate fair market value of the assets sold, leased or otherwise disposed of in such transaction is 51 47 less than $2,000,000, and (vi) the Borrower and the Subsidiaries may sell, lease or otherwise dispose of property in any other transaction, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger the aggregate fair market value of all assets sold, leased or otherwise disposed of in transactions under this clause (vi) shall not be permitted unless also permitted by when taken together at the time of each such sale, lease or other disposition exceed 15% of Consolidated Tangible Assets as of the last day of the most recent fiscal period in respect of which financial statements shall have been delivered pursuant to Section 7.45.01 at such time.

Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge Merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or any line of business or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (i) the Borrower or any Subsidiary may merge with a Person pursuant to a Permitted Acquisition if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary, provided provided, that if any party to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party Guarantor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary any Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan PartyGuarantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (v) any HMO Subsidiary and Insurance Subsidiary may merge with any other HMO Subsidiary, Insurance Subsidiary or Subsidiary of an HMO Subsidiary or Insurance Subsidiary; provided, further, provided that (x) its assets are all disposed of pursuant to Section 2.12(a) and (y) any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

Fundamental Changes. (a) The Borrower Except as permitted in Section 5.19, the Lessee will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, however, that if, if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower Lessee or any Subsidiary may merge with a Person if the Borrower Lessee (or such Subsidiary if the Borrower Lessee is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, provided however, that if any party to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party Guarantor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Lessee or to a Subsidiary Loan Party, Guarantor and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve into a Subsidiary Guarantor or into the Lessee if the Borrower Lessee determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Lessee and is not materially disadvantageous to the LendersFunding Parties; provided, furtherhowever, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.45.17.