Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. (a) No Consolidated Entity will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary 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, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity.

Fundamental Changes. (a) No Consolidated Entity will merge Merge into or consolidate with 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 Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, 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 Restricted Subsidiary may merge into with a Person pursuant to a Permitted Acquisition if the Parent Borrower in (or such Restricted Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Restricted Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andanother Restricted Subsidiary, provided, that if any party to such merger is a Loan PartyGuarantor, is or becomes a Loan Partythe Guarantor shall be the surviving Person, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Loan Party, (iv) any Restricted Subsidiary (other than a Guarantor) 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned HMO Subsidiary and Insurance Subsidiary may merge into with any other HMO Subsidiary, Insurance Subsidiary or Subsidiary of an HMO Subsidiary or Insurance Subsidiary; provided that (x) its assets are all disposed of pursuant to Section 2.12(a) and (y) any such merger involving a Person in order that is not a wholly-owned Restricted Subsidiary immediately prior to consummate a Permitted Acquisition such merger shall not be permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity7.4.

Fundamental Changes. (a) No Consolidated Entity Guarantor will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial portion of its assets, or all or substantially all of the capital stock of any of the Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or default under the Obligation Documents shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Borrower or consolidate with Guarantor in a transaction in which the Parent Borrower Guarantor is the surviving corporation, (ii) any Subsidiary Person may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartySubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to Guarantor or to another Subsidiary, (iv) any Subsidiary may liquidate or dissolve if the Parent Borrower Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, Guarantor and is not materially disadvantageous to BNPLC or the Lenders Participants and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any distribution or other transfer of assets or business not otherwise disposed of or transferred in accordance connection with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated dissolution is made to Guarantor or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned another Subsidiary in a transaction in which a Foreign an amount consistent with such person's ownership percentage of the Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporationbeing dissolved or liquidated, (v) Guarantor and the Subsidiaries may sell, lease or otherwise dispose of property in any Wholly-Owned Subsidiary may merge into individual transaction not related to any Person other such transaction if the aggregate fair market value of the assets sold, leased or otherwise disposed of in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger transaction is a Subsidiary and less than $2,000,000, (vi) Guarantor and/or any of the Subsidiaries may sell or otherwise transfer their accounts receivable and other assets to any Special Purpose Subsidiary and/or any Special Purpose Subsidiary may sell or otherwise transfer such accounts receivable or other property (or interests therein) if otherwise permitted under Paragraph 3.02(f), and (vii) Guarantor and the Subsidiaries may sell, lease or otherwise dispose of property in any other transaction in the ordinary course of business, provided that, with respect to transactions outside of the ordinary course of business, the aggregate fair market value of all assets sold, leased or otherwise disposed of in transactions under this clause (vii) shall not when taken together at the time of each such sale, lease or other disposition exceed 25% of Consolidated Entity may effect Tangible Assets as of the closure last day of a division the most recent fiscal period in respect of which financial statements shall have been delivered pursuant to Paragraph 2.01 at such Consolidated Entitytime.

Fundamental Changes. (a) No Consolidated Entity Holdings will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with 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 and including, in each case, pursuant to a Delaware LLC Division) 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, except thatthat (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 Restricted Subsidiary that is a Loan Party; provided that the Borrower or such Restricted Subsidiary that is a Loan Party is the survivor of such merger, and (ii) if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (iexcept, 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) (A) the Borrower or any Restricted Subsidiary may merge with a Person (other than Holdings); provided, that (x) if the Borrower is party to such merger, the Borrower shall be the surviving Person and (y) if the Borrower is not a party to such merger, such Restricted Subsidiary or, in connection with a Permitted Acquisition, such Person if upon consummation of such merger such Person becomes a Restricted Subsidiary, is the surviving Person, (B) any Restricted Subsidiary may merge into another Restricted Subsidiary or the Parent Borrower in a transaction in which Borrower; provided, however, that if the Parent Borrower is a party to such merger, the Borrower shall be the surviving corporationPerson, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andprovided, further, that if any party Restricted Subsidiary to such merger is a Subsidiary Loan Party, is the Subsidiary Loan Party shall be the surviving Person, (C) any Restricted Subsidiary may sell, transfer, lease or becomes otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, or (iiiD) any other Restricted Subsidiary 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, is not materially disadvantageous to the Lenders Lenders, and could not reasonably be expected to have a Material Adverse Effectsuch Restricted Subsidiary dissolves into another Subsidiary Loan Party or the Borrower; provided, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise merger involving a Person that is not a wholly-owned or conducted by, the Parent Borrower or a Guarantor after giving effect Restricted Subsidiary immediately prior to such liquidation or dissolution; provided further that no Subsidiary Borrower may merger shall not be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity7.4.

Fundamental Changes. Neither the Initial Guarantor nor the Borrower will (a) No Consolidated Entity will consolidate or merge with or into any other Person or consolidate with (b) sell, lease or otherwise transfer (in one transaction or in a series of transactions) all or substantially all of its assets to any other Person; provided that (i) the Borrower may consolidate or merge with or into, or permit any other Person to merge into or consolidate with itsell, lease, or liquidate otherwise transfer all or dissolvesubstantially all of its assets to, except thatthe Initial Guarantor, and the Initial Guarantor may consolidate or merge with or into, or sell, lease, or otherwise transfer all or substantially all of its assets to, the Borrower, (ii) any Person may consolidate or merge with or into the Initial Guarantor or the Borrower in a transaction in which the Initial Guarantor or the Borrower is the surviving Person, and (iii) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) continuing, any Subsidiary Person may consolidate or merge with or into the Parent Initial Guarantor or the Borrower, and the Initial Guarantor or the Borrower in a transaction in which the Parent Borrower is may consolidate or merge with or into any Person, as long as the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andentity, if any party to such merger is a Loan Partyother than the Initial Guarantor or the Borrower, is or becomes a Loan Party, (iii) any Subsidiary may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests has an Investment Grade Rating and assumes each of the Parent obligations of the Initial Guarantor or the Borrower, is not materially disadvantageous as applicable, under the Loan Documents pursuant to an agreement executed and delivered to the Lenders in a form reasonably satisfactory to the Required Lenders and could not reasonably be expected such surviving entity provides all documentation and other information required by regulatory authorities under applicable “know your customer”, “beneficial ownership” and anti-money laundering rules and regulations, including without limitation with respect to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, orthe PATRIOT Act and Beneficial Ownership Regulation, in a form reasonably satisfactory to the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated EntityAdministrative Agent.

Fundamental Changes. (a) No Consolidated Entity The Parent Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, 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 (ia) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (iib) any Person may merge or consolidate with any Wholly Owned Subsidiary Guarantor so long as the surviving entity is or becomes a Wholly Owned Subsidiary Guarantor, (c) any Subsidiary may merge into Dispose of its assets to the Parent Borrower or any Wholly-Wholly Owned Subsidiary Guarantor pursuant to a transaction of liquidation or dissolution, (d) the Parent Borrower or any Subsidiary may Dispose of any Subsidiary pursuant to a merger of such Subsidiary in a transaction in which Disposition permitted by Section 6.6, (e) any Foreign Subsidiary or other Subsidiary that is not a Subsidiary Guarantor may merge or consolidate with any other Person so long as the surviving entity is a Wholly-Owned Subsidiary and(provided that in the case of a merger or consolidation involving a Foreign Subsidiary Borrower, if any party to such merger the surviving entity is a Borrower) or Dispose of its assets to any other Subsidiary pursuant to a transaction of liquidation or dissolution and (f) the Parent Borrower may merge or consolidate into any other Person so long as (i) the surviving entity assumes all the Obligations of the Parent Borrower hereunder and under the other Loan PartyDocuments pursuant to a written agreement satisfactory to the Administrative Agent, (ii) the surviving entity is or becomes organized under the laws of a Loan Partyjurisdiction within the United States of America, (iii) any Subsidiary may liquidate no Default or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests Event of the Parent Borrower, is not materially disadvantageous to the Lenders Default shall have occurred and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred tocontinuing, or otherwise owned or conducted by, the Parent Borrower or a Guarantor would occur after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such timemerger, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that the Parent Borrower shall be in compliance, on a pro forma basis after giving effect to such merger or consolidation, as applicable, with the covenants contained in Section 6.1, in each case recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower for which the relevant information is a Wholly-Owned Subsidiary available as if such merger or consolidation had occurred on the first day of each relevant period for testing such compliance (as demonstrated in a transaction in which certificate of a Foreign Subsidiary that is a Wholly-Owned Subsidiary is Financial Officer delivered to the surviving corporation, Administrative Agent at least ten Business Days prior to such merger or consolidation) and (v) any Wholly-Owned Subsidiary may merge into any Person all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to consummate continue at all times following such merger or consolidation to have a Permitted Acquisition valid, legal and perfected security interest in all the Collateral to the same extent as prior to such merger or consolidation. It is understood that no transaction pursuant to this Section 6.4 shall be permitted unless any Investment or Disposition made in connection therewith is also expressly permitted by Section 6.04(e) so long 6.5 or 6.6, as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entityapplicable.

Fundamental Changes. (a) No Consolidated Entity Except as otherwise consented to by the Required Lenders, the Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or (whether now owned or hereafter acquired) sell, transfer, lease or otherwise dispose of any Capital Stock of any Subsidiary, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary Person may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartySubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or 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 Borrower or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the extent permitted by Section 6.07(c) and (v) any Subsidiary other than the Subsidiary Borrower 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, Lenders; provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or merger involving a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary Person that is not a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order immediately prior to consummate a Permitted Acquisition such merger shall not be permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity6.04.

Fundamental Changes. of the Credit Agreement is hereby amended by inserting the following text immediately preceding the period (a“.”) No Consolidated Entity will merge into or consolidate with any other Personat the end of said Section: “; provided, that the Borrower may, or permit any other Person to merge into or consolidate with itmay cause its Subsidiaries to, or liquidate or liquidate, wind up, dissolve, except thatderegister or take similar action with respect to (i) any of the Foreign Subsidiaries listed on Schedule 7.04(a) (Dormant Foreign Subsidiaries) or (ii) any Permitted Restructured Foreign Subsidiary that the Administrative Agent approves in writing (such approval shall be subject to the Administrative Agent’s receipt and review of (x) a certificate from a Responsible Officer of the Borrower certifying that (A) such Permitted Restructured Foreign Subsidiary meets the definition of “Permitted Restructured Foreign Subsidiary”, if at (B) the time thereof contemplated liquidation, windup, dissolution, deregistration or similar action of such Permitted Restructured Foreign Subsidiary is necessary for or beneficial to (taking into account all relevant factors) the Borrower and immediately after giving effect thereto its Subsidiaries, (C) substantially all of the assets of such Permitted Restructured Foreign Subsidiary have been transferred or will be transferred in connection with the contemplated liquidation, wind up, dissolution, deregistration or similar action to the Borrower or a Subsidiary of the Borrower (or that such assets have been otherwise Disposed (or will be Disposed in connection with the contemplated liquidation, wind up, dissolution, deregistration or similar action) pursuant to a Disposition permitted by this Agreement) and (D) no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary 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, is not materially disadvantageous to the Lenders both before and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor immediately after giving effect to such liquidation liquidation, wind up, dissolution, deregistration or dissolutionsimilar action and (y) any other documentation or information, financial or otherwise, that the Administrative Agent reasonably requests, including, without limitation, calculations in reasonable detail supporting Borrower’s certification that such Permitted Restructured Foreign Subsidiary meets the definition of “Permitted Restructured Foreign Subsidiary”); provided further provided, further, that in connection with strategic tax planning by the Borrower and its Subsidiaries, notwithstanding anything to the contrary in this Agreement, but subject to each Loan Party’s obligations under Section 6.14 and Section 6.20 of this Agreement to the extent applicable, (i) the Borrower may, or may cause its Subsidiaries to, restructure the ownership of those Foreign Subsidiaries identified on Schedule 7.04(b)(Restructured Foreign Subsidiaries), including in a manner that may result in one or more of such Foreign Subsidiaries becoming Subsidiaries of other Foreign Subsidiaries of the Borrower and no Subsidiary longer being owned directly by a Loan Party, and (ii) with the prior written consent of the Administrative Agent, the Borrower may, or may cause its Subsidiaries to, restructure the ownership of Permitted Restructured Foreign Subsidiaries, including in a manner that may result in such Permitted Restructured Foreign Subsidiaries becoming subsidiaries of other Foreign Subsidiaries of Borrower and no longer being owned directly by a Loan Party, subject to the Administrative Agent’s receipt and review of (x) a certificate from a responsible officer of the Borrower confirming that (1) each entity subject to the proposed restructuring meets the definition of “Permitted Restructured Foreign Subsidiary”, and (2) no Default or Event of Default shall have occurred and be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable continuing both before and immediately after giving effect to such entity restructuring, and (y) any other documentation or information, financial or otherwise, that the Administrative Agent reasonably requests, including, without limitation, calculations in reasonable detail supporting Borrower’s certification that such Permitted Restructured Foreign Subsidiary meets the definition of “Permitted Restructured Foreign Subsidiary”. In accordance and compliance with Section 9.11(b) (Collateral and Guaranty Matters), the Administrative Agent is outstanding at such timeauthorized, (iv) without further action or consent of the Lenders or L/C Issuer, to release any Pledged Stock of any Foreign Subsidiary may merge into set forth on Schedule 7.04(a) or Schedule 7.04(b), together with each Subsidiary of such Foreign Subsidiary, and any other Permitted Restructured Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction connection with any liquidation, wind up, dissolution, deregistration or similar action or restructuring permitted pursuant to this Section 7.04 (Fundamental Changes) upon the occurrence of such event or, to the extent reasonably necessary to facilitate the occurrence of such contemplated event, prior to such event, as well as in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) connection with any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated EntityIntercompany Merger.”.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate with 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, 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 Xxxx Realty OP may merge with and into the Parent Borrower Xxxx Realty OP (it being understood and agreed that in a transaction in which the Parent Borrower is any such event Xxxx Realty OP will be the surviving corporationPerson), (ii) any Subsidiary of Xxxx OP may merge with and into Xxxx OP (it being understood and agreed that in any such event Xxxx OP will be the surviving Person), (iii) any Subsidiary of Xxxx Realty OP or Xxxx OP may merge into any Wholly-Owned another Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andof Xxxx Realty OP or Xxxx OP, respectively, provided that if any party to such merger is a Loan PartySubsidiary Guarantor or a Poolan Unencumbered Property Owner, is the Subsidiary Guarantor or becomes a Loan PartyPoolUnencumbered Property Owner, as applicable, shall be the surviving Person, (iiiiv) any Subsidiary of the Borrower may liquidate sell, transfer, lease or dissolve if otherwise dispose of all or substantially all of its assets to the Parent Borrower determines in good faith that such Borrower, Xxxx Realty OP, Xxxx OP, or to a Subsidiary Guarantor, and (v) the liquidation or dissolution is in the best interests of the Parent Borrower, any Subsidiary of Xxxx Realty OP or Xxxx OP that does not own any assets will be permitted so long as such Subsidiary is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that Guarantor (or if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect parties comply with the closure provisions of a division in such Consolidated EntitySection 2.29(a)).

Fundamental Changes. It shall not, nor shall it permit any of its Subsidiaries (aother than any Newco Subordinated Guarantor) No Consolidated Entity will to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate liquidate, wind up or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of BDC, any Newco Senior Guarantor, any Newco Subordinated Guarantor or any of their respective Subsidiaries may merge into the Parent Borrower BDC or any Newco Senior Guarantor in a transaction in which the Parent Borrower BDC or a Newco Senior Guarantor is the surviving corporationentity, (ii) any Subsidiary of BDC may merge into any Wholly-Owned Subsidiary of BDC in a transaction in which the surviving entity is a Whollywholly-Owned owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Partyof BDC, (iii) any Subsidiary of any Newco Senior Guarantor may merge into any Subsidiary of any Newco Senior Guarantor in a transaction in which the surviving entity is a wholly-owned Subsidiary of a Newco Senior Guarantor, (iv) BDC or any Newco Senior Guarantor or any Subsidiary thereof may merge or consolidate with any other Person in order to effect a Permitted BDC/Newco Acquisition and (v) BDC, any Newco Senior Guarantor or any Subsidiary thereof may liquidate or dissolve if the Ultimate Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Ultimate Parent Borrower, and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated EntityLenders.

Fundamental Changes. (a) No Consolidated Entity None of Ultimate Parent, Intermediate Parent, the Borrower or the other Loan Parties will (i) dissolve or be liquidated or (ii) merge into or consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with itunless, or liquidate or dissolvein the case of this clause (ii), except that, if (A) at the time thereof and immediately after giving effect thereto no Event of Default (and no Default under Section 7.04) shall have occurred and be continuing and (iB) if Ultimate Parent, Intermediate Parent, the Borrower or any Subsidiary other Loan Party is not the survivor of any such consolidation or merger involving such Person, (1) Ultimate Parent, at the time thereof and immediately after giving effect thereto, shall be in compliance on a pro forma basis with the financial covenant contained in Section 7.08 as if such consolidation or merger had been consummated (and any related Indebtedness incurred, assumed or repaid in connection therewith had been incurred, assumed or repaid, as the case may merge into be) on the first day of the most recent period of four fiscal quarters of Ultimate Parent Borrower for which financial statements have been delivered pursuant to Section 6.01 (or, prior to the first such delivery, ending with the most recent fiscal quarter referred to in Section 5.05(a)), as demonstrated by delivery to the Administrative Agent of a transaction certificate of a Responsible Officer of Ultimate Parent to such effect showing such calculation in which the Parent Borrower is reasonable detail prior to or concurrently with such consolidation or merger, (2) the surviving corporationPerson of such consolidation or merger shall expressly assume all the rights and obligations of Ultimate Parent, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which Intermediate Parent, the surviving entity is a Wholly-Owned Subsidiary and, if any party to Borrower or such merger is a other Loan Party, is as the case may be, under this Agreement and the other Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent and shall thereafter be deemed to be Ultimate Parent, Intermediate Parent, the Borrower or becomes a such other Loan Party, as the case may be, for all purposes hereunder, (iii3) any Subsidiary may liquidate such consolidation or dissolve if the Parent Borrower determines merger will not result in good faith that a Change of Control and (4) such liquidation consolidation or dissolution is merger will not result in a change in the best interests jurisdiction of organization of Ultimate Parent, Intermediate Parent, the Parent BorrowerBorrower or such other Loan Party, is not materially disadvantageous as applicable (other than to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated EntityUnited States).

Fundamental Changes. (a) No Consolidated The Borrower will not, nor will the Borrower permit any Subsidiary or any Parent Entity will to, (1) merge into or consolidate with any other Person, or (2) permit any other Person to merge into or consolidate with itit which would result in a Change in Control, (3) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) all or substantially all of 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 (4) liquidate or dissolve, except ; provided that, if at the time thereof and immediately after giving effect thereto no Default following events shall have occurred and be continuing permitted without the consent of the Lenders: (i) any Subsidiary Person may merge into the Borrower or a Parent Borrower Entity in a transaction in which the Borrower or the Parent Borrower Entity is the surviving corporationcorporation (or, if the Borrower or the Parent Entity is not the survivor, the Required Lenders have consented to such transaction), (ii) any Subsidiary Person (other than the Borrower or a Parent Entity) may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartySubsidiary, (iii) any Parent Entity (other than the Parent) may merge into any other Parent Entity, (iv) any Subsidiary may liquidate or dissolve or sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (v) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to, another Person on an arm’s-length basis if the Parent Borrower determines in good faith that such liquidation or dissolution dissolution, merger or disposition is in the best interests of the Parent Borrower, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) the Borrower or any Consolidated Entity Subsidiary may effect sell, transfer, lease or otherwise dispose of any Subsidiary in connection with any disposition of assets that is not prohibited by this Agreement. The Borrower will not, and will not permit the closure Parent or any Guarantor to reorganize under the laws of a division in such Consolidated Entityjurisdiction other than any state of the United States or the District of Columbia.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, subject to Section 7.12 and provided that, after giving effect to any such transaction, no Default or Event of Default shall exist, (a) No Consolidated Entity will GFI may merge into or consolidate with any of its Subsidiaries provided that GFI shall be the continuing or surviving corporation, (b) the Foreign Borrower may merge or consolidate with any of its Subsidiaries provided that the Foreign Borrower shall be the continuing or surviving corporation, (c) any Domestic Subsidiary of GFI may merge or consolidate with any other PersonDomestic Subsidiary of GFI provided that if a Loan Party is a party thereto, a Loan Party shall be the continuing or permit surviving corporation, (d) any other Person to Foreign Subsidiary may merge into or consolidate with itany other Foreign Subsidiary provided that if a Loan Party is a party thereto, a Loan Party shall be the continuing or surviving corporation, (e) any Foreign Subsidiary may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (f) any Domestic Subsidiary may wind up, liquidate or dissolvedissolve itself so long as it transfers all or substantially all of its assets to a Domestic Loan Party prior to such wind up, except thatliquidation or dissolution, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (ig) any Foreign Subsidiary may wind up, liquidate or dissolve itself so long as it transfers all or substantially all of its assets to a Foreign Loan Party prior to such wind up, liquidation or dissolution, (h) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationwind up, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary may liquidate or dissolve itself if the Parent Borrower GFI determines in good faith that such wind up, liquidation or dissolution is in the GFI’s best interests of the Parent Borrower, and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if the assets of such Subsidiary is are transferred to a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect Loan Party prior to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary dissolution and (vii) nothing in this Section 8.04 shall prohibit any Consolidated Entity may effect the closure of a division in such Consolidated EntityDisposition otherwise permitted under Section 8.05.

Fundamental Changes. (a) No Consolidated Entity The Borrower will merge into or not consolidate with any other Personor merge with or into, or permit any other Person to merge into transfer all or consolidate with itsubstantially all, or liquidate any substantial portion, of its properties and assets to one or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing more Persons in one or a series of related transactions unless (i) any Subsidiary may merge into if the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationentity in any such consolidation or merger, after giving effect to such transaction, there would not exist any Default or Event of Default hereunder, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which if the Borrower is not the surviving entity is a Wholly-Owned Subsidiary andin any such consolidation or merger, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests each of the Parent Borrower, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets (or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such businessconsolidation or merger which is in the nature of an internal corporate reorganization of only the Borrower and its Subsidiaries and does not, discontinuedin the reasonable judgment of the Required Lenders, affect, in any material respect, the creditworthiness of the Borrower, the Required Lenders) consents to such consolidation or merger in advance or (iii) if the Borrower transfers all or substantially all, or any substantial portion, of its properties and assets, the transferee or transferees thereto are wholly owned Subsidiaries (except the transferee or transferees of any substantial portion of its properties and assets, but not all or substantially all of its properties and assets, shall not be transferred to, or otherwise required to be wholly owned or conducted by, Subsidiaries if the Parent Borrower or a Guarantor after giving effect to transfer is for fair consideration as reasonably determined by the Borrower) and any such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary transferee that is a Wholly-Owned domestic Subsidiary becomes a Loan Guarantor hereunder pursuant to a Joinder Agreement substantially in a transaction in the form of Exhibit D (it being understood that the Borrower and the Administrative Agent, on behalf of the Lenders, may agree to amendments hereto solely to provide for such guarantor arrangements as they may reasonably determine are necessary or useful). For the purposes of this Section, “Subsidiary” of the Borrower shall include any partnership, limited liability company or other entity of which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure happening of a division in such Consolidated Entitycontingency) to elect a majority of the board of directors or other managers thereof are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by the Borrower.

Fundamental Changes. (a) No Consolidated Entity Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, 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, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary Person (other than the Borrower) may merge into or be consolidated with, or Dispose of all or substantially all of its assets or the Parent stock of any of its Subsidiaries to, the Borrower in a transaction in which the Parent Borrower is the surviving corporationentity or transferee and, if such Person is not a Subsidiary, such merger or consolidation constitutes a Permitted Acquisition, (ii) any Subsidiary Person (other than the Borrower) may merge into or be consolidated with, or Dispose of all or substantially all of its assets or the stock of any Wholly-Owned Subsidiary of its Subsidiaries to, any other Loan Party in a transaction in which the surviving entity or transferee is a Wholly-Owned Subsidiary Loan Party and, if any party to such Person is not a Subsidiary, such merger constitutes a Permitted Acquisition, and if any such Loan Party is a Loan PartyDomestic Subsidiary, is such Domestic Subsidiary shall be the surviving entity or becomes a Loan Partytransferee, (iii) any Subsidiary that is not a Loan Party may merge into or be consolidated with any other Subsidiary, provided that Domestic Subsidiaries may not merge into Foreign Subsidiaries unless the Domestic Subsidiary is the surviving entity, (iv) any Subsidiary may merge into or be consolidated with a Person that is not a Loan Party if after giving effect to such merger, such Person becomes a wholly-owned Subsidiary of the Borrower and a Loan Party, provided that no Domestic Subsidiary may merge into a Foreign Subsidiary unless the Domestic Subsidiary is the surviving entity, (v) any Subsidiary may liquidate into the Borrower or any other Subsidiary or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, Lenders; provided that if any such merger involving a Person that is not a wholly owned Subsidiary is a Guarantor, any assets or business immediately prior to such merger shall not otherwise disposed of or transferred be permitted unless also permitted by Section 6.04. Anything in accordance with this Section 6.06, orto the contrary notwithstanding, in no event may the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Domestic Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which or be consolidated with a Foreign Subsidiary that is a Wholly-Owned Subsidiary, unless the Borrower or Domestic Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entityentity.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, 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 (ia) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (iib) any Person may merge with any Wholly Owned Subsidiary Guarantor so long as the surviving entity is or becomes a Wholly Owned Subsidiary Guarantor, (c) any Subsidiary may merge into Dispose of its assets to the Borrower or any Wholly-Wholly Owned Subsidiary in Guarantor pursuant to a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is of liquidation or becomes a Loan Partydissolution, (iiid) the Borrower or any Subsidiary may liquidate or dissolve if the Parent Borrower determines Dispose of its interest in good faith that any Subsidiary pursuant to a merger of such liquidation or dissolution is in the best interests of the Parent Borrower, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such timeSubsidiary, (ive) any Foreign Subsidiary may merge into with any other Foreign Subsidiary that Person so long as the surviving entity is a Wholly-Owned Subsidiary in or Dispose of its assets to any other Subsidiary pursuant to a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is of liquidation or dissolution and (f) the surviving corporation, (v) any Wholly-Owned Subsidiary Borrower may merge into any other Person so long as (i) the surviving entity assumes all the Obligations of the Borrower hereunder and under the other Loan Documents pursuant to a written agreement satisfactory to the Administrative Agent, (ii) the surviving entity is organized under the laws of a jurisdiction within the United States of America, (iii) no Default or Event of Default shall have occurred and be continuing, or would occur after giving effect to such merger, (iv) the Borrower shall be in compliance, on a pro forma basis after giving effect to such merger, with the covenants contained in Section 6.1, in each case recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which the relevant information is available as if such merger had occurred on the first day of each relevant period for testing such compliance (as demonstrated in a certificate of a Financial Officer delivered to the Administrative Agent at least ten Business Days prior to such merger) and (v) all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to consummate continue at all times following such merger to have a Permitted Acquisition valid, legal and perfected security interest in all the Collateral. It is understood that no transaction pursuant to this Section 6.4 shall be permitted unless any Investment or Disposition made in connection therewith is also expressly permitted by Section 6.04(e) so long 6.5 or 6.7, as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entityapplicable.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, nor will it permit any Material Subsidiary to, merge into or consolidate with any other Person, or permit into any other Person to or sell, lease, transfer or otherwise dispose of all or substantially all of its assets (as used herein, including capital stock and/or other ownership interest) (collectively, “Disposition”), except, that a Material Subsidiary may merge into the Borrower or consolidate with it, another Material Subsidiary or liquidate or dissolve, except that, any other Person (other than the Borrower) if at the time thereof and immediately after giving effect thereto such Person becomes a Material Subsidiary, the Borrower may merge with another Person if (A) the Borrower is the corporation surviving such merger and (B) after giving effect thereto, no Default shall have occurred and be continuing continuing, Dispositions may be made to the Borrower or a Material Subsidiary (ior a party that concurrently therewith will become a Material Subsidiary), Dispositions may be made by a Material Subsidiary to another Person that concurrently therewith will become a Material Subsidiary, Dispositions may be made of all or any portion of the assets or capital stock of (or other ownership interest in) any Subsidiary Enable Entity, or any Enable Entity may merge into or consolidate with any Person, so long as during the Parent Borrower in a period from the Closing Date to the date of such transaction in which the Parent Borrower is aggregate amount of Energy-Related Assets transferred by OG&E, either directly or indirectly, to any of the surviving corporationEnable Entities (i.e., (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is calculated in the best interests of the Parent Borroweraggregate) and subsequently sold, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets transferred or business not otherwise disposed of or transferred to an unaffiliated third party shall not exceed 25% of the total assets of the Borrower and its Subsidiaries on a consolidated basis as determined in accordance with GAAP, as shown on the consolidated balance sheet of the Borrower and its Subsidiaries most recently delivered to the Lender pursuant to Section 6.066.1.1 or 6.1.2, oras applicable, prior to the date of determination, Dispositions of accounts and receivables (and other related assets) pursuant to a Receivables Purchase Facility, Dispositions of Designated Charges and other related assets in connection with the case issuance of any Approved Cost Recovery Bonds and Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 6.10; provided that (x) at the time of such businessDisposition, discontinued, no Default shall be transferred to, exist or otherwise owned or conducted by, the Parent Borrower or a Guarantor would result from such Disposition (after giving effect to this clause (viii)) and (y) the aggregate book value of all property disposed of in reliance on this clause (viii) from and after the Closing Date shall not exceed 15% of the greater of the total assets of the Borrower and its Subsidiaries on a consolidated basis as determined in accordance with GAAP, (x) as shown on the consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2019 and (y) as shown on the annual consolidated balance sheet of the Borrower and its Subsidiaries as of December 31 of the year ending (after December 31, 2019) immediately prior to such liquidation disposition; provided, however, that any Disposition pursuant to Section 6.10(viii) shall be for fair market value as determined in good faith by the applicable board of directors or dissolutionother governing body. No such Dispositions of the types described in clauses (i)-(viii) of the previous sentence shall in any event be prohibited under this Section 6.10, nor shall any Disposition permitted pursuant to clauses (i) through (vii) above be considered in any determination as to whether any other single or series of Dispositions constituted a sale by the Borrower or any Material Subsidiary of all or substantially all of its assets; provided further that no Subsidiary Borrower may when evaluating whether a Disposition (other than a Disposition permitted pursuant to clauses (i)-(vii) above) constitutes a Disposition of all or substantially all of the assets of such Person, such determination shall be liquidated made on the basis of the relevant assets of such Person and its subsidiaries making such Disposition, excluding for such purpose, such Person’s interests, if any, in the equity or dissolved assets of the Enable Entities (as if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division interests in such Consolidated Entityequity or assets had never been owned by such Person).

Fundamental Changes. (a) No Consolidated Entity The Borrower will merge into or not consolidate with any other Personor merge with or into, or permit any other Person to merge into transfer all or consolidate with itsubstantially all, or liquidate any substantial portion, of its properties and assets to one or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing more Persons in one or a series of related transactions unless (i) any Subsidiary may merge into if the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationentity in any such consolidation or merger, after giving effect to such transaction, there would not exist any Default or Event of Default hereunder, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which if the Borrower is not the surviving entity is a Wholly-Owned Subsidiary andin any such consolidation or merger, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests each of the Parent Borrower, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets (or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such businessconsolidation or merger which is in the nature of an internal corporate reorganization of only the Borrower and its Subsidiaries and does not, discontinuedin the reasonable judgment of the Required Lenders affect, in any material respect, the creditworthiness of the Borrower, the Required Lenders) consents to such consolidation or merger in advance or (iii) if the Borrower transfers all or substantially all, or any substantial portion, of its properties and assets, the transferee or transferees thereto are wholly owned Subsidiaries (except the transferee or transferees of any substantial portion of its properties and assets, but not all or substantially all of its properties and assets, shall not be transferred to, or otherwise required to be wholly owned or conducted by, Subsidiaries if the Parent Borrower or a Guarantor after giving effect to transfer is for fair consideration as reasonably determined by the Borrower) and any such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary transferee that is a Wholly-Owned domestic Subsidiary becomes a Loan Guarantor hereunder pursuant to a Joinder Agreement substantially in a transaction in the form of Exhibit D (it being understood that the Borrower and the Administrative Agent, on behalf of the Lenders, may agree to amendments hereto solely to provide for such guarantor arrangements as it may reasonably determine are necessary or useful). For the purposes of this Section, “Subsidiary” of the Borrower shall include any partnership, limited liability company or other entity of which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure happening of a division in such Consolidated Entitycontingency) to elect a majority of the board of directors or other managers thereof are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by the Borrower.

Fundamental Changes. (a) No Consolidated Entity The Company will not, and will not permit any Material Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) assets (including capital stock of Material Subsidiaries) constituting all or substantially all the assets of the Company and the Subsidiaries on a consolidated basis (whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) the Company or any Subsidiary may merge with or consolidate into any Person (other than any Subsidiary), provided that the Parent Borrower in a transaction in which Company or such Subsidiary, as the Parent Borrower is case may be, shall be the continuing or surviving corporation, (ii) any Subsidiary may merge into the Company in a transaction in which the Company is the surviving corporation, (iii) any Wholly-Owned 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 Loan Party, is or becomes a Loan PartySubsidiary, (iiiiv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company or to another Subsidiary, (v) any Subsidiary may liquidate or dissolve if the Parent Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, Company and is not materially disadvantageous to the Lenders and could (vi) the Company may dispose of one or more Subsidiaries, which Subsidiaries may not reasonably be expected to have Borrowing Subsidiaries, not constituting all or substantially all the assets of the Company and the Subsidiaries on a Material Adverse Effect, provided that if consolidated basis by causing such Subsidiary is a Guarantor, any assets or business not otherwise disposed of Subsidiaries to be merged with or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated EntityPerson.

Fundamental Changes. (a) No Consolidated Entity The Borrower will merge into or not consolidate with any other Personor merge with or into, or permit any other Person to merge into transfer all or consolidate with itsubstantially all, or liquidate any substantial portion, of its properties and assets to one or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing more Persons in one or a series of related transactions unless (i) any Subsidiary may merge into if the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationentity in any such consolidation or merger, after giving effect to such transaction, there would not exist any Default or Event of Default hereunder, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which if the Borrower is not the surviving entity is a Wholly-Owned Subsidiary andin any such consolidation or merger, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests each of the Parent Borrower, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets (or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such businessconsolidation or merger which is in the nature of an internal corporate reorganization of only the Borrower and its Subsidiaries and does not, discontinuedin the reasonable judgment of the Required Lenders affect, in any material respect, the creditworthiness of the Borrower, the Required Lenders) consents to such consolidation or merger in advance or (iii) if the Borrower transfers all or substantially all, or any substantial portion, of its properties and assets, the transferee or transferees thereto are wholly owned Subsidiaries (except the transferee or transferees of any substantial portion of its properties and assets, but not all or substantially all of its properties and assets, shall not be transferred to, or otherwise required to be wholly owned or conducted by, Subsidiaries if the Parent Borrower or a Guarantor after giving effect to transfer is for fair consideration as reasonably determined by the Borrower) and any such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary transferee that is a Wholly-Owned domestic Subsidiary in becomes a transaction in joint and several guarantor hereunder pursuant to documentation (including closing documentation and opinions) reasonably satisfactory to the Administrative Agent (it being understood that the Borrower and the Administrative Agent, on behalf of the Lenders, may agree to amendments hereto solely to provide for such guarantor arrangements as it may reasonably determine are necessary or useful). For the purposes of this Section, “Subsidiary” of the Borrower shall include any partnership, limited liability company or other entity of which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure happening of a division in such Consolidated Entitycontingency) to elect a majority of the board of directors or other managers thereof are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by the Borrower.

Fundamental Changes. (a) No Consolidated Entity The Borrowers will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent a Borrower in a transaction in which the Parent such Borrower is the surviving corporation, (ii) any Subsidiary (other than a Borrower) may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartySubsidiary, (iii) a Person may be merged into a Borrower or any Subsidiary pursuant to a Permitted Acquisition, and (iv) any Subsidiary (other than a Borrower) may liquidate or dissolve if the Parent Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, Borrowers and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, Lenders; provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise merger involving a Person that is not a wholly owned or conducted by, the Parent Borrower or a Guarantor after giving effect Subsidiary immediately prior to such liquidation or dissolution; provided further that no Subsidiary Borrower may merger shall not be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted unless also permitted by Section 6.04(e6.04. The Borrowers will not, nor will they permit any Subsidiary to, make any Asset Disposition except for (i) so long as after giving effect thereto the Person surviving such merger is a Subsidiary Asset Dispositions expressly permitted by Sections 6.04, 6.06 or 6.07 and (viii) other Asset Dispositions of property that, together with all other property of the Borrowers and the Subsidiaries previously leased, sold or disposed of in Asset Dispositions made pursuant to Section 6.03(b) during the twelve-month period ending with the month in which any Consolidated Entity may effect such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the closure property of the Parent and its Subsidiaries; provided that under no circumstances shall the Equity Interests in a division Borrower be included in such Consolidated Entitya permitted Asset Disposition.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, 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 continuing, (i) any Subsidiary the Borrower may merge into or consolidate with another Person in connection with a Permitted Acquisition so long as the Parent Borrower in a transaction in which the Parent Borrower is shall be the surviving corporationPerson in such Permitted Acquisition, (ii) any Subsidiary may merge or consolidate into the Borrower in a transaction in which the Borrower is the surviving corporation, (iii) any Subsidiary may merge or consolidate into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartySubsidiary, (iiiiv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (v) any Subsidiary that is not a Material Subsidiary may sell all or a substantial part of its assets, and the Borrower or any Subsidiary may sell all or substantially all of the Equity Interests of any of such Person’s Subsidiaries that is not a Material Subsidiary, in each case in an aggregate amount for all such transactions not to exceed $10,000,000 from the Effective Date, (vi) any Subsidiary that is not a Material Subsidiary 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, is not materially disadvantageous to Borrower and (vii) the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign contribute Equity Securities of a Subsidiary that is directly owned by the Borrower to a Whollywholly-Owned owned Subsidiary in of the Borrower; provided that any such merger or consolidation involving a transaction in which a Foreign Subsidiary Person that is not a Wholly-Owned wholly owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order immediately prior to consummate a Permitted Acquisition such merger or consolidation shall not be permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity6.4.

Fundamental Changes. (a) No Consolidated Entity Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, 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, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary Person (other than the Borrower) may merge into or be consolidated with, or Dispose of all or substantially all of its assets or the Parent stock of any of its Subsidiaries to, the Borrower in a transaction in which the Parent Borrower is the surviving corporationentity or transferee and, if such Person is not a Subsidiary, such merger or consolidation constitutes a Permitted Acquisition, (ii) any Subsidiary Person (other than the Borrower) may merge into or be consolidated with, or Dispose of all or substantially all of its assets or the stock of any Wholly-Owned Subsidiary of its Subsidiaries to, any other Loan Party in a transaction in which the surviving entity or transferee is a Wholly-Owned Subsidiary Loan Party and, if any party to such Person is not a Subsidiary, such merger constitutes a Permitted Acquisition, and if any such Loan Party is a Loan PartyDomestic Subsidiary, is such Domestic Subsidiary shall be the surviving entity or becomes a Loan Partytransferee, (iii) any Subsidiary that is not a Loan Party may merge into or be consolidated with any other Subsidiary, provided that Domestic Subsidiaries may not merge into Foreign Subsidiaries unless the Domestic Subsidiary is the surviving entity, (iv) any Subsidiary may merge into or be consolidated with a Person that is not a Loan Party if after giving effect to such merger, such Person becomes a wholly-owned Subsidiary of the Borrower and a Loan Party, provided that no Domestic Subsidiary may merge into a Foreign Subsidiary unless the Domestic Subsidiary is the surviving entity, (v) any Subsidiary may liquidate into the Borrower or any other Subsidiary or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, Lenders; provided that if any such merger involving a Person that is not a wholly owned Subsidiary is a Guarantor, any assets or business immediately prior to such merger shall not otherwise disposed of or transferred be permitted unless also permitted by Section 6.04.Anything in accordance with this Section 6.06, orto the contrary notwithstanding, in no event may the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Domestic Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which or be consolidated with a Foreign Subsidiary that is a Wholly-Owned Subsidiary, unless the Borrower or Domestic Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entityentity.

Fundamental Changes. (a) No Consolidated Entity will merge into or Merge, dissolve, liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuing exists or would result therefrom, (i) any Subsidiary Person may merge into with or into, consolidate with or amalgamate with the Parent Borrower in a transaction in which the Parent Borrower is shall be the continuing or surviving corporationPerson, (ii) any Subsidiary Person (other than Parent Guarantor) may merge into with or into, consolidate with or amalgamate with any Wholly-Owned Subsidiary (other than the Borrower) in a transaction in which the continuing or surviving entity is Person shall be a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Partyof the Borrower, (iii) any Subsidiary of the Borrower may merge with or into, consolidate with or amalgamate with any Person in order to consummate an Investment permitted by Section 7.02 or a Disposition permitted by Section 7.05; (iv) any Subsidiary of the Borrower may merge into, the Parent Guarantor, the Borrower or any other Subsidiary of the Borrower; and (v) any Subsidiary of the Borrower 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, Borrower and is not materially disadvantageous to the Lenders Lenders. For the avoidance of doubt, in connection with an internal restructuring, (x) DOC OP may merge, consolidate or amalgamate with or into, or distribute or transfer all or substantially all its assets to, DOC or the Borrower and could not reasonably be expected to have a Material Adverse Effect(y) DOC may merge, provided that if such Subsidiary is a Guarantorconsolidate or amalgamate with or into, any or distribute or transfer all or substantially all its assets or business not otherwise disposed of or transferred in accordance with Section 6.06to, orthe Borrower, it being understood and agreed that, in the case of event the successor or transferee entity in any such businesstransaction expressly assumes the obligations of DOC OP under any DOC Debt, discontinued, such assumption shall be transferred to, or otherwise owned or conducted bypermitted notwithstanding anything to the contrary in this Article VII and shall not constitute a new incurrence of Indebtedness for purposes Section 7.03; provided that, the Parent Borrower or a Guarantor after giving effect to Loan Parties shall provide such liquidation or dissolution; provided further that no Subsidiary Borrower customary “know your customer” documentation as the Lenders may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to reasonably require in connection with such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entitytransfer.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Subsidiary (other than Carrier Enterprise) to, merge into or consolidate with 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 such Subsidiary (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, 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 such Subsidiary may merge into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson (provided that in the case of an Acquisition permitted by Section 7.4 by a Subsidiary Loan Party, the acquired company may be the surviving Person so long as such acquired company becomes a Subsidiary Loan Party as required by Section 5.10(a)), (ii) any such Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andanother Subsidiary; provided, that (A) if any party to such merger is a Subsidiary Loan Party, is or becomes the Subsidiary Loan Party shall be the surviving Person (and if the non-surviving Subsidiary was also a Subsidiary Loan Party, the Administrative Agent, upon such event and at the request and expense of the Borrower and/or the surviving Subsidiary Loan Party, will execute such documents as shall be acceptable to the Administrative Agent and its counsel releasing the non-surviving Subsidiary Loan Party from its obligations under the Subsidiary Guarantee Agreement) or (B) if any party to such merger is not a Subsidiary Loan Party, the surviving Person (including Carrier Enterprise, if applicable) 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 such 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 such 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse EffectLenders; provided, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise merger involving a Person that is not a wholly-owned or conducted by, the Parent Borrower or a Guarantor after giving effect Subsidiary (other than Carrier Enterprise) immediately prior to such liquidation or dissolution; provided further that no Subsidiary Borrower may merger shall not be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity7.4.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with 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, except that, 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 into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson (provided that in the case of an Acquisition permitted by Section 7.4 by a Subsidiary Loan Party, the acquired company may be the surviving Person so long as such acquired company becomes a Subsidiary Loan Party as required by Section 5.10), (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andanother Subsidiary; provided, that (A) if any party to such merger is a Subsidiary Loan Party, is or becomes the Subsidiary Loan Party shall be the surviving Person (and if the non-surviving Subsidiary was also a Subsidiary Loan Party, the Administrative Agent, upon such event and at the request and expense of the Borrower and/or the surviving Subsidiary Loan Party, will execute such documents as shall be acceptable to the Administrative Agent and its counsel releasing the non-surviving Subsidiary Loan Party from its obligations under the Subsidiary Guarantee Agreement) or (B) if any party to such merger is not a Subsidiary Loan Party, 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, 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse EffectLenders; provided, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise merger involving a Person that is not a wholly-owned or conducted by, the Parent Borrower or a Guarantor after giving effect Subsidiary immediately prior to such liquidation or dissolution; provided further that no Subsidiary Borrower may merger shall not be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity7.4.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate with 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 the assets of the Borrower and its Subsidiaries on a consolidated basis (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 into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction party to such merger and if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person (unless the Borrower is a party thereto, in which case the Parent Borrower shall be the surviving Person)) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andanother Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, is the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or becomes otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, (iiiiv) any Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, Lenders; provided that if such Subsidiary is a GuarantorSubsidiary Loan Party, any the assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, Subsidiary shall be transferred to, or otherwise owned or conducted by, distributed to the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporationLoan Party, (v) subject to clause (ii), any Wholly-Owned Subsidiary may merge into merge, dissolve or consolidate in connection with the consummation of any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary Acquisition, and (vi) any Consolidated Entity Subsidiary that is not a Loan Party may effect sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the closure Borrower or any Subsidiary of a division in such Consolidated Entitythe Borrower.

Fundamental Changes. Merge into or consolidate or amalgamate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions; provided that (ai) No Consolidated Entity will any Restricted Subsidiary of the Borrower may merge into or consolidate with or amalgamate with, or be liquidated into, (x) the Borrower (so long as the Borrower is the surviving or continuing entity) or (y) any other PersonRestricted Subsidiary of the Borrower (so long as, if either constituent entity is an Obligor, the surviving or permit continuing entity is an Obligor), and in each case so long as no Event of Default has occurred and is continuing or would result therefrom; (ii) any other Person to Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with itanother Person (that is not an Obligor), so long as (x)(1) if the Restricted Subsidiary was an Obligor, the surviving entity is an Obligor or liquidate (2) such merger or dissolveconsolidation or amalgamation otherwise constitutes a Permitted Investment, except that, if at the time thereof and immediately after giving effect thereto (y) no Event of Default shall have has occurred and be is continuing or would result therefrom; (iiii) the Borrower may merge into or consolidate or amalgamate with another Person (that is not an Obligor), so long as (x) such Borrower is the surviving entity and, (y) such merger or consolidation or amalgamation constitutes a Permitted Investment; (iv) any Restricted Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, or consolidate or amalgamate with (iia) any Obligor or (b) any other Restricted Subsidiary may merge into any Wholly-Owned Subsidiary (that is not an Obligor) so long as in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andcase of this clause (b), if any party to such merger is or consolidation or amalgamation constitutes a Loan PartyPermitted Investment and (v) to the extent not otherwise permitted under the foregoing clauses, is any Restricted Subsidiary that (A) has sold, transferred or becomes otherwise disposed of all or substantially all of its assets in connection with a Loan PartyPermitted Asset Disposition and no longer conducts any active trade or business and (B) in its good-faith determination, (iii) any Subsidiary may liquidate or dissolve if the Parent Borrower determines in good faith believes that such a dissolution, liquidation or dissolution winding-up or merger, amalgamation or consolidation is in the best interests interest of the Parent Borrower, is Borrower and it not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be a Permitted Asset Disposition are transferred to, or otherwise owned or conducted by, an Obligor, may be liquidated, wound up and dissolved or merged, amalgamated or consolidated out of existence into the Parent Borrower or a Guarantor after giving effect another Restricted Subsidiary. Notwithstanding anything to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if the contrary herein, any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary Obligor may merge into or consolidate or amalgamate with an Affiliate of the Borrower for the purpose of reincorporating or reorganizing the Obligor in the United States, any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is state thereof or the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) District of Columbia so long as after giving effect thereto the Person surviving such merger amount of Debt of the Borrower and its Restricted Subsidiaries is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entitynot increased to an amount not permitted hereunder.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Significant Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Subsidiary or other Person may merge into or consolidate with the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into or consolidate with any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Wholly Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartySubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a Wholly Owned Subsidiary, (iv) any Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such timeLenders, (ivv) any Foreign Subsidiary may merge into or consolidate with any other Foreign Person if the surviving Person is or becomes by virtue of such transaction a Wholly Owned Subsidiary, and the Borrower determines in good faith that such merger or consolidation is in the best interests of the Borrower and would not materially adversely affect the Lenders, (vi) the Borrower or any Subsidiary may merge into or consolidate with any other Person; provided that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned the Borrower or such Subsidiary is the surviving corporation, (vvii) any Wholly-Owned Subsidiary may merge into with any other Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long transaction in which the surviving entity is not a Subsidiary; provided that such transaction does not constitute the disposition of all or substantially all assets of the Borrower and its subsidiaries taken as after giving effect thereto the Person surviving such merger is a Subsidiary whole, and (viviii) the Borrower may consummate the Separation Transactions and (ix) Hewlett-Packard Financial Services Company and its subsidiaries (or any Consolidated Entity of its or their successors in the leasing business) may effect lease equipment and other assets in the closure ordinary course of a division in such Consolidated Entitybusiness.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or any of its Borrowing Base Properties or any of the Equity Interests of any Restricted Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, the Borrower or any Restricted Subsidiary may sell Hydrocarbons produced from its Oil and Gas Interests in the ordinary course of business, and if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationentity, (ii) any Restricted Subsidiary may merge into any Wholly-Owned other Restricted Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartyRestricted Subsidiary, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary, (iv) any Restricted Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders Lenders, (v) the Borrower or any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of equipment and could related items in the ordinary course of business, that are obsolete or no longer necessary in the business of the Borrower or any of its Restricted Subsidiaries or that is being replaced by equipment of comparable value and utility, (vi) the Borrower or any Restricted Subsidiary may sell, transfer or otherwise dispose of the Excluded Properties; (vii) the Borrower or any Restricted Subsidiary may sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties with a value not reasonably be expected exceeding, in the aggregate for the Borrower and its Restricted Subsidiaries taken, as a whole, 5% of the Borrowing Base between scheduled redeterminations as determined pursuant to have a Material Adverse Effectthe terms of the Revolving Facility Documents (or if the Revolving Facility has been terminated, as determined by the Administrative Agent in substantially the same manner as set forth in the Revolving Facility Documents). Notwithstanding the foregoing, the Borrower or any Restricted Subsidiary may sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties not otherwise permitted pursuant to the foregoing clause (vii) provided that if (A) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Borrowing Base Properties, interest therein or Restricted Subsidiary is a Guarantor, any assets subject to the sale or business not otherwise disposed of or transferred in accordance with Section 6.06, orother disposition (as reasonably determined by, in the case of any sale or disposition of the Borrowing Base Properties with a value equal to or greater than $15,000,000) the Board of Directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Financial Officer certifying to that effect), (B) 100% of the consideration for such business, discontinued, sale or other disposition shall be transferred toin the form of cash or Permitted Investments and (C) except for the Net Cash Proceeds from the sale or other disposition of the Excluded Properties, an amount equal to 100% of the Net Cash Proceeds received from such sale or other disposition shall be used within 90 days of such disposition (1) to acquire property, plant and equipment or any business entity used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries and having a fair market value at least equal to the fair market value of the properties sold or otherwise owned disposed of or conducted byto improve or replace any existing property of the Borrower and its Restricted Subsidiaries used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries (the “Reinvestment Deferred Amount”), (2) to repay Indebtedness under the Revolving Facility (with a corresponding permanent reduction of the commitments thereunder) or (3) to prepay the Loans. For purposes of the foregoing clause (vi), the Parent Borrower value of any Oil and Gas Interests included in the Borrowing Base Properties shall be as determined pursuant to the terms of the Revolving Facility Documents (or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or the Revolving Credit Exposure attributable to such entity is outstanding at such timeFacility has been terminated, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary as determined by the Administrative Agent in a transaction substantially the same manner as set forth in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated EntityRevolving Facility Documents).

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Significant Subsidiary to, merge into or consolidate 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, transfer, lease or otherwise dispose of (directly or indirectly, in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Subsidiary or other Person may merge into or consolidate with the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) [reserved], (iii) the Borrower or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) so long as no Change of Control would result therefrom and the surviving entity is organized under the laws of the United States, any state thereof or the District of Columbia and agrees in writing in a manner and pursuant to documentation reasonably acceptable to the Administrative Agent to assume the obligations of the Borrower under the Loan Documents (and provides customary certificates and legal opinions in connection therewith consistent with such relevant certifications and legal opinions delivered on the Effective Date and otherwise reasonably acceptable to the Administrative Agent), the Borrower may merge into or consolidate with any other Person; provided that the Borrower agrees to use commercially reasonable efforts to provide any documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, with respect to such other Person that is reasonably requested by the Administrative Agent or a Lender, (v) any Subsidiary may merge into or consolidate with any Wholly-Owned Subsidiary other Person in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartySubsidiary, (iiivi) any Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders Lenders, and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (ivvii) any Foreign Subsidiary may merge into with any other Foreign Subsidiary that is a Wholly-Owned Subsidiary Person in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate entity is not a Permitted Acquisition permitted by Section 6.04(e) so long Subsidiary; provided that such transaction does not constitute the disposition of all or substantially all assets of the Borrower and its subsidiaries taken as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entitywhole.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) subject to Section 6.17, any Subsidiary Person may merge into any Wholly-Owned other Subsidiary in a transaction in which the surviving entity is (or upon consummation of such merger becomes a Wholly-Owned Subsidiary in accordance with the terms of this Agreement) a Subsidiary and, if any party to such merger is a Subsidiary Loan Party, is or becomes a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, Lenders; provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of (x) any such business, discontinued, merger involving a Person that is not a Wholly Owned Subsidiary immediately prior to such merger shall not be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to permitted unless also permitted by Section 6.04 and (y) any such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign dissolution involving a Subsidiary that is a Wholly-Owned License Subsidiary 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 transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated EntityLicense Subsidiary.

Fundamental Changes. (a) No Consolidated Entity Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (other than the sale of inventory in the ordinary course of business), or any stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary Person may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Subsidiary that is Loan PartyParty concurrently with such merger, (ii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a Loan Party and any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to any Wholly-Owned Subsidiary, (iii) Borrower or any Subsidiary may sell on fair and reasonable terms in the ordinary course of its business new slot machines, slot machines characterized as gaming operations machines, used slot machines and other gaming equipment returned to such Person by a customer and any other equipment or assets which in the reasonable determination of Borrower is obsolete, no longer needed for the ordinary course of business or is otherwise replaced or upgraded, and (iv) any Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, Lenders; provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or merger involving a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary Person that is not a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order immediately prior to consummate a Permitted Acquisition such merger shall not be permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity6.04.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Material Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, 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, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andso long as, if any party to in the event that either such merger Subsidiary is a Loan PartyGuarantor, the surviving entity is a Guarantor or becomes a Loan PartyGuarantor concurrently with such merger, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary so long as, in the event that the Subsidiary selling, transferring, leasing or otherwise disposing such assets is a Guarantor, the entity to which it sells, transfers, leases or otherwise disposes of its assets is the Borrower or a Guarantor or becomes a Guarantor concurrently with such asset sale, (iv) any Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have (v) any Subsidiary may merge into or consolidate with any Person in connection with a Material Adverse EffectPermitted Acquisition so long as, provided in the event that if such Subsidiary is a Guarantor, any assets the surviving entity is a Guarantor or business not otherwise disposed of becomes a Guarantor concurrently with such merger or transferred in accordance with Section 6.06, or, in the case of consolidation; provided that any such business, discontinued, shall be transferred to, or otherwise merger involving a Person that is not a wholly owned or conducted by, the Parent Borrower or a Guarantor after giving effect Subsidiary immediately prior to such liquidation or dissolution; provided further that no Subsidiary Borrower may merger shall not be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity6.04.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary other Person, including a Subsidiary, may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationcorporation (so long as any such acquisition of a non-Subsidiary is a Permitted Acquisition), (ii) any Subsidiary may merge into any Wholly-Owned wholly owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Partywholly owned Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a wholly owned Subsidiary, (iv) any Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such timeLenders, (ivv) any Foreign Subsidiary may merge into any other Foreign Person in connection with a disposition of all or substantially all of the stock of such Subsidiary that is a Wholly-Owned Subsidiary otherwise permitted under this Section 6.04, and (vi) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may merge into or consolidate with another Person in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary such other Person is the surviving corporationentity if such other Person (w) is organized and validly existing under the laws of the United States or any State thereof, (vx) such Person shall assume all obligations of the Borrower hereunder, pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, (y) the Administrative Agent shall have received a favorable opinion of counsel to such other Person covering such matters relating to such assumption as the Administrative Agent may reasonably request, together with such other documents, instruments and certificates as the Administrative Agent may reasonably request, all of which shall otherwise be in form and substance satisfactory to the Administrative Agent, and (z) the Administrative Agent and the Lenders shall have received all such “know your customer” information regarding such other Person as they shall reasonably request; provided that any Wholly-Owned such merger involving a Person that is not a wholly owned Subsidiary may merge into any Person in order immediately prior to consummate a Permitted Acquisition such merger shall not be permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity6.05.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Restricted Subsidiary (other than any Special Purpose Subsidiary) may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Restricted Subsidiary (other than any Special Purpose Subsidiary) may merge into any Wholly-Owned Restricted Subsidiary (other than any Special Purpose Subsidiary) or another entity acquired pursuant to an acquisition permitted hereunder in a transaction in which the surviving entity is a Wholly-Wholly Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartyRestricted Subsidiary, (iii) any Restricted Subsidiary (other than any Special Purpose Subsidiary) 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such timeLenders, (iv) the THC San Diego Merger may be consummated, (v) the Borrower or any Foreign Restricted Subsidiary (other than any License Subsidiary or Real Property Subsidiary) may merge into effect any other Foreign Subsidiary that is acquisition permitted by Section 6.05 by means of a Whollystock- for-Owned Subsidiary in a transaction stock merger in which the Borrower or a Foreign Subsidiary that is a Wholly-Owned Wholly owned Restricted Subsidiary is the surviving corporation, (vvi) any Wholly-Owned Auction Subsidiary or License Subsidiary may merge with and into any Person a License Subsidiary in order to consummate which a Permitted Acquisition permitted License Subsidiary is the surviving corporation, (vii) THC may merge with and into TeleCorp Holding Corp., L.L.C. as contemplated by Section 6.04(e) the definition of THC so long as after giving effect thereto the Person surviving such merger is a entity meets the requirements of the proviso in the definition of License Subsidiary and (viviii) any Consolidated Entity the Borrower may effect merge into a Merger Subsidiary in a transaction in which the closure Borrower is the surviving entity for the purpose of a division in such Consolidated Entityconsummating the Tritel Transactions.

Fundamental Changes. Company shall not and shall not suffer or permit ------------------- its Subsidiaries to, merge or consolidate with or into any Person or liquidate, wind-up or dissolve themselves, or permit or suffer any liquidation or dissolution or sell all or substantially all of their respective assets, except that so long as no Default or Event of Default exists or would result therefrom (a) No Consolidated Entity will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Domestic Subsidiary may merge with or into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) Company or any other Domestic Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary 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, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, or be liquidated, wound-up or dissolved or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or business not otherwise disposed of to Company or transferred in accordance with Section 6.06any other Domestic Subsidiary that is a Guarantor, orprovided that, in the case of any a merger, Company or such business-------- Guarantor, discontinuedas the case may be, shall be transferred to, the continuing or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolutionsurviving corporation; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (ivb) any Pledged Foreign Subsidiary may merge with or into any other Pledged Foreign Subsidiary that is a Whollyor be liquidated, wound-Owned Subsidiary in a transaction in which a up or dissolved or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of to Company or any other Pledged Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, Subsidiary; (vc) any Wholly-Owned Unpledged Foreign Subsidiary may merge with or into any Person other Unpledged Foreign Subsidiary or any Pledged Foreign Subsidiary, or be liquidated, wound-up or dissolved or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of to any other Unpledged Foreign Subsidiary or a Pledged Foreign Subsidiary, provided that, in order to consummate -------- the case of a Permitted Acquisition merger, such Pledged Foreign Subsidiary shall be the continuing or surviving corporation; and (d) Company and its Subsidiaries may make Asset Dispositions permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity7.3(k).

Fundamental Changes. (a) No Consolidated Entity will merge into or consolidate with If, at any other Persontime while this Warrant is outstanding, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) the Company effects any Subsidiary may merge merger or consolidation of the Company with or into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationanother Person, (ii) the Company effects any Subsidiary may merge into any Wholly-Owned Subsidiary sale of all or substantially all of its assets in one or a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Partyseries of related transactions, (iii) any Subsidiary may liquidate tender offer or dissolve if exchange offer (whether by the Parent Borrower determines in good faith that such liquidation Company or dissolution another Person) is in the best interests completed pursuant to which holders of the Parent BorrowerCommon Shares are permitted to tender or exchange their shares for other securities, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets cash or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred toproperty, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) the Company effects any Foreign Subsidiary may merge reclassification of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Shares covered by SECTION 9(A) above) or any other Foreign Subsidiary that is Change of Control (in any such case, a Wholly-Owned Subsidiary "FUNDAMENTAL CHANGE"), then the Holder shall have the right thereafter only to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Change if it had been, immediately prior to such Fundamental Change, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION"). The aggregate Exercise Price for this Warrant will not be affected by any such Fundamental Change, but the Company shall apportion such aggregate Exercise Price among the Alternate Consideration in a transaction reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Shares are given any choice as to the securities, cash or property to be received in a Fundamental Change, then the Holder shall be given the same choice as to the Alternate Consideration it is entitled to receive upon any exercise of this Warrant following such Fundamental Change. At the Holder's request, any successor to the Company or surviving entity in such Fundamental Change shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder's right to purchase only the Alternate Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a Foreign Subsidiary Fundamental Change is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this SECTION 9(C) and ensuring that is this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Wholly-Owned Subsidiary is Fundamental Change. If any Fundamental Change constitutes or results in a Change of Control, then at the request of the Holder delivered before the 90th day after such Fundamental Change, the Company (or any such successor or surviving corporationentity) will purchase this Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (v) any Wholly-Owned Subsidiary may merge into any Person in order or, if later, on the effective date of the Fundamental Change), equal to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving value of the remaining unexercised portion of this Warrant on the date of such merger is a Subsidiary and (vi) any Consolidated Entity may effect request calculated using the closure of a division in such Consolidated Entitybinomial option pricing model.

Fundamental Changes. (a) No Consolidated Entity The Parent will not, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, 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, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person may merge with or into a Restricted Subsidiary (other than the Borrower, a Special Purpose Equipment Subsidiary, a Special Purpose Financing Subsidiary or a Special Purpose License Subsidiary) pursuant to a transaction that constitutes a Permitted Acquisition, provided that the survivor of such merger is a Restricted Subsidiary, (ii) any Restricted Subsidiary (other than the Borrower, a Special Purpose Equipment Subsidiary or a Special Purpose Financing Subsidiary) may merge with or into any other Restricted Subsidiary (other than the Borrower, a Special Purpose Equipment Subsidiary or a Special Purpose Financing Subsidiary) in a transaction in which (A) the surviving entity is a Restricted Subsidiary and (B) if either such Restricted Subsidiary is a Guarantor Subsidiary, the surviving entity is a Guarantor Subsidiary, (iii) any Restricted Subsidiary (other than the Borrower, a Special Purpose Equipment Subsidiary or a Special Purpose Financing Subsidiary) may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary 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, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such timeentity, (iv) any Foreign Special Purpose Equipment Subsidiary may merge with or into any other Foreign Guarantor Subsidiary that if the survivor is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporationGuarantor Subsidiary, (v) any Wholly-Owned Restricted Subsidiary may merge into any Person in order sell, transfer, lease or otherwise dispose of its assets to consummate the Parent or to another Restricted Subsidiary (other than the Borrower, a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is Special Purpose Equipment Subsidiary, a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity.Special

Fundamental Changes. (a) No Consolidated Entity The Domestic Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Domestic Borrower in a transaction in which the Parent Domestic Borrower is the surviving corporation, (ii) any Subsidiary (other than a Subsidiary Borrower) may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party(provided that the Domestic Borrower's proportionate interest in the assets and business of the merged Subsidiary has not diminished), (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Domestic Borrower or to another Subsidiary (provided that the Domestic Borrower's proportionate interest in the assets sold, transferred, leased, or disposed of has not diminished), and (iv) any Subsidiary (other than a Subsidiary Borrower) may liquidate or dissolve if the Parent Domestic Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, Domestic Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse EffectLenders; provided, provided however, that if such Subsidiary is a Guarantor, any assets (constituting Collateral) of any of the Collateral Grantor Subsidiaries will be sold, assigned, transferred or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case any way by virtue of any such business, discontinued, shall be transferred to, or of the actions otherwise owned or conducted bypermitted under any of the foregoing clauses (i) through (iv), the Parent Borrower or a Guarantor after giving effect parties to such liquidation merger or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable other such action shall notify the Administrative Agent and shall take all steps reasonably required by the Administrative Agent to preserve the Collateral Agent's first priority perfected security interest in all such entity is outstanding at Collateral, prior to consummation of such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entityaction.

Fundamental Changes. (a) No Consolidated Entity will merge The Borrowers shall not, nor shall the Lead Borrower permit any of the other Credit Parties or any Material Foreign Subsidiary to, liquidate, merge, amalgamate or consolidate into or consolidate with any other Person or enter into or undertake any plan or agreement of liquidation, merger, amalgamation, or consolidation with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing provided that (i) any Subsidiary a Borrower may merge into the Parent Borrower or amalgamate with another company in connection with a transaction in which the Parent Permitted Acquisition if such Borrower is the surviving corporationcompany, (ii) any wholly-owned Subsidiary may merge merge, amalgamate, or consolidate into or with a Borrower or any Whollyother wholly-Owned owned Subsidiary of a Borrower if no Default or Event of Default has occurred and is continuing or would result from such merger or amalgamation and if a Borrower is the surviving company in any merger, amalgamation, or consolidation to which it is a transaction party, (iii) a Subsidiary may merge, amalgamate or consolidate into or with another entity in which connection with a Permitted Acquisition if, upon consummation of such merger, amalgamation, or consolidation, the surviving entity shall be a direct or indirect wholly-owned Subsidiary and, if the surviving entity is a Wholly-Owned Material Domestic Subsidiary, such Material Domestic Subsidiary becomes a party to the Security Documents, (iv) any Domestic Subsidiary may merge or consolidate into or with any other Domestic Subsidiary, and, if any the surviving entity is a Material Domestic Subsidiary, such Material Domestic Subsidiary becomes a party to such merger is a Loan Party, is the Security Documents (v) any Foreign Subsidiary may merge into or becomes a Loan Party, amalgamate with any other Foreign Subsidiary and (iiivi) any Subsidiary (other than a Borrower) may liquidate or dissolve if the Parent Lead Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, is Borrowers and would not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity.

Fundamental Changes. (a) No Consolidated Entity will merge into The Borrower, the Subsidiary Guarantor and each Designated Borrower shall not: merge, dissolve, liquidate or consolidate with any other or into another Person, or permit Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its Subsidiaries (whether now owned or hereafter acquired), taken as a whole, to or in favor of any other Person to merge into or consolidate with itPerson; provided, or liquidate or dissolvehowever, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary Person may merge with or into or consolidate with the Parent Borrower in Borrower, the Subsidiary Guarantor or a transaction in which Designated Borrower, if (A) any of the Parent Borrower, the Subsidiary Guarantor or a Designated Borrower is the surviving corporationPerson or (B) if the Borrower, the Subsidiary Guarantor or the applicable Designated Borrower, as the case may be, is not the surviving Person, (x) all Obligations of the Borrower, the Subsidiary Guarantor or the applicable Designated Borrower, as the case may be, shall have been assumed by the surviving Person by operation of Law or through assumption documents satisfactory to the Administrative Agent and (y) the surviving Person shall be organized under the laws of any jurisdiction within the United States, and (ii) any the Borrower, the Subsidiary Guarantor or a Designated Borrower may (A) merge into any Wholly-Owned of its Subsidiaries for the purpose of effecting a change in its state of incorporation (if all Obligations shall have been assumed by such Subsidiary by operation of Law or through assumption documents satisfactory to the Administrative Agent), and (B) reincorporate in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is other jurisdiction in the best interests of United States, but must in each case promptly notify the Parent Borrower, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated EntityAdministrative Agent thereof.

Fundamental Changes. (a) No Consolidated Entity Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, 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, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary Person (other than the Borrower) may merge into or be consolidated with, or Dispose of all or substantially all of its assets or the Parent stock of any of its Subsidiaries to, the Borrower in a transaction in which the Parent Borrower is the surviving corporationentity or transferee, (ii) any Subsidiary Person (other than the Borrower) may merge into or be consolidated with, or Dispose of all or substantially all of its assets or the stock of any Wholly-Owned Subsidiary of its Subsidiaries to, any other Loan Party in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger or transferee is a Loan Party, and if any such Loan Party is a Domestic Subsidiary, such Domestic Subsidiary shall be the surviving entity or becomes a Loan Partytransferee, (iii) any Subsidiary that is not a Loan Party may merge into or be consolidated with any other Subsidiary, provided that Domestic Subsidiaries may not merge into Foreign Subsidiaries unless the Domestic Subsidiary is the surviving entity, (iv) any Subsidiary may merge into or be consolidated with a Person that is not a Loan Party if after giving effect to such merger, such Person becomes a wholly-owned Subsidiary of the Borrower and a Loan Party, provided that no Domestic Subsidiary may merge into a Foreign Subsidiary unless the Domestic Subsidiary is the surviving entity, (v) any Subsidiary may liquidate into the Borrower or any other Subsidiary or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, Lenders; provided that if any such merger involving a Person that is not a wholly owned Subsidiary is a Guarantor, any assets or business immediately prior to such merger shall not otherwise disposed of or transferred be permitted unless also permitted by Section 6.04. Anything in accordance with this Section 6.06, orto the contrary notwithstanding, in no event may the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Domestic Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which or be consolidated with a Foreign Subsidiary that is a Wholly-Owned Subsidiary, unless the Borrower or Domestic Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entityentity.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate with 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, 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 Xxxx Realty OP may merge with and into the Parent Borrower Xxxx Realty OP (it being understood and agreed that in a transaction in which the Parent Borrower is any such event Xxxx Realty OP will be the surviving corporationPerson), (ii) any Subsidiary of Xxxx OP may merge with and into Xxxx OP (it being understood and agreed that in any such event Xxxx OP will be the surviving Person), (iii) any Subsidiary of Xxxx Realty OP or Xxxx OP may merge into any Wholly-Owned another Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andof Xxxx Realty OP or Xxxx OP, respectively, provided that if any party to such merger is a Loan PartySubsidiary Guarantor or a Pool Property Owner, is the Subsidiary Guarantor or becomes a Loan PartyPool Property Owner, as applicable, shall be the surviving Person, (iiiiv) any Subsidiary of the Borrower may liquidate sell, transfer, lease or dissolve if otherwise dispose of all or substantially all of its assets to the Parent Borrower determines in good faith that such Borrower, Xxxx Realty OP, Xxxx OP, or to a Subsidiary Guarantor, and (v) the liquidation or dissolution is in the best interests of the Parent Borrower, any Subsidiary of Xxxx Realty OP or Xxxx OP that does not own any assets will be permitted so long as such Subsidiary is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that Guarantor (or if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect parties comply with the closure provisions of a division in such Consolidated EntitySection 2.29(a)).

Fundamental Changes. (a) No Consolidated Entity Such Borrower will not, nor will it permit any of its Restricted Subsidiaries to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing : (ia) any Subsidiary may merge into with the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationPerson (or in the case of a transitory merger where the surviving Person assumes the Obligations in a manner reasonably acceptable to the Administrative Agent), (iib) any Restricted Subsidiary may merge into with any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, and (x) if any party to such merger is a Domestic Subsidiary Loan Party, the surviving entity is a Domestic Subsidiary Loan Party (or becomes the surviving Person assumes the Obligations of such non-surviving Domestic Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04) and (y) if no party to such merger is a Domestic Subsidiary Loan Party but any party to such merger is a Foreign Subsidiary Loan Party, the surviving entity is a Foreign Subsidiary Loan Party (iiior the surviving Person assumes the Obligations of such non-surviving Foreign Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04), (c) any Person may merge into the Parent Borrower in an Investment permitted by Section 6.04 in which the Parent Borrower is the surviving Person, (d) any Person may merge with a Restricted Subsidiary in an Investment permitted by Section 6.04 in which the surviving entity is a Subsidiary and (x) if any party to such merger is a Domestic Subsidiary Loan Party, the surviving entity is a Domestic Subsidiary Loan Party (or the surviving Person assumes the Obligations of such non-surviving Domestic Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04) and (y) if no party to such merger is a Domestic Subsidiary Loan Party but any party to such merger is a Foreign Subsidiary Loan Party, the surviving entity is a Foreign Subsidiary Loan Party (or the surviving Person assumes the Obligations of such non-surviving Foreign Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04); (e) any Subsidiary (other than a Borrower) may liquidate or dissolve or change in legal form if the Parent Borrower determines in good faith that such liquidation or dissolution or change in legal form is in the best interests of the Parent Borrower, Borrower and is not materially disadvantageous to the Lenders (it being understood that any release and could re-taking of any Collateral or Guaranty in connection with such change in legal form is not reasonably be expected to have materially disadvantageous); (f) in connection with the Disposition of a Material Adverse EffectSubsidiary (other than a Borrower) or its assets permitted by Section 6.05, provided that if such Subsidiary is a Guarantor, may merge with or into any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolutionother Person; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (ivg) any Foreign Subsidiary may merge into or amalgamate with a Foreign Borrower or any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a the Foreign Subsidiary that is a Wholly-Owned Borrower or such Foreign Subsidiary is the surviving corporation, Person (vor in the case of a transitory merger where the surviving Person assumes the Obligations of the Foreign Borrower or such other Foreign Subsidiary in a manner reasonably acceptable to the Administrative Agent) and (h) any Wholly-Owned Subsidiary may merge into merger, amalgamation, consolidation, liquidation or dissolution by the Parent Borrower or its Restricted Subsidiaries in connection with the consummation of the transactions described in the PWC Steps Memo (or implied thereunder as necessary to implement the transactions described therein) shall be permitted. The Parent Borrower will not, and will not permit any Person of its Subsidiaries to, engage to any material extent in order to consummate a Permitted Acquisition permitted any business other than businesses of the type conducted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary Parent Borrower and (vi) any Consolidated Entity may effect its Subsidiaries on the closure date of a division in such Consolidated Entityexecution of this Agreement and businesses reasonably related, complementary or ancillary thereto.

Fundamental Changes. (a) No Consolidated Entity will merge into or Merge, dissolve, liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuing exists or would result therefrom, (i) any Subsidiary Person may merge into with or into, consolidate with or amalgamate with Healthpeak OP or the Parent Borrower in a transaction in which Healthpeak OP or the Parent Borrower is Borrower, as applicable, shall be the continuing or surviving corporationPerson, (ii) any Subsidiary Person (other than Healthpeak) may merge into with or into, consolidate with or amalgamate with any Wholly-Owned Subsidiary (other than Healthpeak OP or the Borrower) in a transaction in which the continuing or surviving entity is Person shall be a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Partyof Healthpeak OP, (iii) any Subsidiary of Healthpeak OP (other than the Borrower) may merge with or into, consolidate with or amalgamate with any Person in order to consummate an Investment permitted by Section 8.2 or a Disposition permitted by Section 8.5; (iv) any Subsidiary of Healthpeak OP (other than the Borrower) may merge into, Healthpeak, Healthpeak OP, the Parent, the Borrower or any other Subsidiary of Healthpeak OP; and (v) any Subsidiary of Healthpeak OP (other than the Borrower) may liquidate or dissolve if the Parent Borrower Healthpeak OP determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, Healthpeak OP and is not materially disadvantageous to the Lenders and could not reasonably be expected Lenders. Notwithstanding anything herein to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, orthe contrary, in connection with an internal restructuring, (x) the case of any such businessBorrower may merge, discontinued, shall be transferred toconsolidate or amalgamate with or into, or otherwise owned distribute or conducted bytransfer all or substantially all its assets to, the Parent Borrower or a Guarantor after giving effect to such liquidation Healthpeak OP and (y) the Parent may merge, consolidate or dissolution; amalgamate with or into, or distribute or transfer all or substantially all its assets to, Healthpeak OP, provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such timethat, in each case, (iva) any Foreign Subsidiary may merge into any other Foreign Subsidiary the Credit Parties have determined in good faith that such transaction or series of transactions is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that the best interests of the Group and is a Wholly-Owned Subsidiary is not materially disadvantageous to the surviving corporationLenders, (vb) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long connection with such transaction, the successor or transferee entity expressly assumes all obligations of the Borrower and/or the Parent, as after giving effect thereto applicable, under this Agreement and the Person surviving such merger is a Subsidiary other Credit Documents, and (vic) any Consolidated Entity the Credit Parties provide such customary “know your customer” documentation as the Lenders may effect the closure of a division in reasonably require for such Consolidated Entitytransfer.

Fundamental Changes. (a) No The Borrower will not, and will not permit any of its Consolidated Entity will Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) its assets as an entirety or substantially as an entirety, or all or substantially all of the Capital Stock of any of its Consolidated Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Consolidated Subsidiary may merge into with any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andother Consolidated Subsidiary, if any party to such merger is a Loan Party, is or becomes a Loan Party, and (iii) the Borrower may merge with or into or consolidate with or transfer its assets as an entirety or substantially as an entirety to any Subsidiary may liquidate Person, so long as (A) immediately prior to and immediately after giving effect to such merger, consolidation or dissolve if transfer, the Parent Person with or into which the Borrower determines shall ultimately merge or consolidate or to whom the Borrower shall ultimately transfer its assets as an entirety or substantially as an entirety is in the Utility Business; (B) the Required Lenders shall have determined (so long as such determination is exercised in good faith and after consultation with the Borrower) that such liquidation or dissolution is in the best interests rating of the Parent Borrower, is not materially disadvantageous to the Lenders and could not reasonably be expected to have first mortgage bonds (or bonds otherwise denominated that benefit from a Material Adverse Effect, provided that if first Lien on such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06Person’s utility assets, or, if such Person has no first mortgage bonds, the rating of the senior unsecured long-term Indebtedness of such Person that is not guaranteed and does not benefit from any other credit enhancement) of the surviving Person of any such merger, consolidation, acquisition or transfer of assets shall be at least BBB- or higher by S&P and Baa3 or higher by Xxxxx’x (unless the requirements of this clause (B) shall have been waived by the Required Lenders); provided that the requirement of this clause (B) shall be deemed to have been satisfied if, prior to the consummation of any such merger, consolidation or transfer, the Borrower shall have delivered written evidence from each such Rating Agency to the effect that, upon such merger, consolidation or transfer, the applicable rating of such surviving Person would be equal to or higher than the ratings specified in this clause (B); (C) in the case of any such business, discontinued, shall be transferred to, merger or otherwise owned consolidation or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction transfer of assets in which a Foreign Subsidiary that the Borrower is a Wholly-Owned Subsidiary is not the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person formed by any such consolidation or transfer of assets or into which the Borrower shall be merged or consolidated or to which such assets are transferred shall have executed an agreement in form reasonably satisfactory to the Administrative Agent containing an assumption by the surviving such merger is a Subsidiary Person of the due and punctual performance of each obligation, agreement, covenant and condition of each of the Loan Documents and the Mortgage Indenture to be performed or complied with by the Borrower; and (viD) any Consolidated Entity the Administrative Agent shall have received an opinion of counsel, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the due authorization, execution, delivery, validity and enforceability of the assumption agreement referred to in clause (C) of this Section 6.03, of the enforceability and continuation of the Liens created pursuant to the Security Documents and such other matters as the Required Lenders may effect the closure of a division in such Consolidated Entityreasonably require.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, 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, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary other Person, including a Subsidiary, may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartySubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders Lenders, and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary (v) so long as no Event of Default has occurred or is a Guarantor, any assets continuing or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted bywould result therefrom, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary or consolidate with another Person in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary such other Person is the surviving corporationentity if such other Person (x) is organized and validly existing under the laws of the United States or any State thereof, (vy) such Person shall assume all obligations of the Borrower hereunder, pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, and (z) the Administrative Agent shall have received a favorable opinion of counsel to such other Person covering such matters relating to such assumption as the Administrative Agent may reasonably request, and which opinion shall otherwise be in form and substance satisfactory to the Administrative Agent; provided that any Wholly-Owned such merger involving a Person that is not a wholly owned Subsidiary may merge into any Person in order immediately prior to consummate a Permitted Acquisition such merger shall not be permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity6.05.

Fundamental Changes. (a) No Consolidated Entity will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary (other than a 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, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all its assets, or all or substantially all the stock of any Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower or any other Subsidiary; provided, that in the case of any merger of one Subsidiary into another, if either of such Subsidiaries shall be a transaction in which the Parent Borrower is Guarantor, the surviving corporation, or resulting Subsidiary must at all times after such merger be a Guarantor; (ii) any Subsidiary may sell, lease or otherwise transfer all or substantially all its assets to the Borrower or to another Subsidiary; provided, that in the case of any such transfer by one Subsidiary to another, if the transferor Subsidiary shall be a Guarantor, the transferee Subsidiary must at all times after such transfer be a Guarantor; (iii) any Person other than a Subsidiary may merge into any Wholly-Owned Subsidiary with the Borrower or a Subsidiary; provided, that (A) in the case of a transaction in merger to which the surviving entity Borrower is a Wholly-Owned party, the Borrower must be the surviving or resulting corporation, (B) in the case of a merger to which a Subsidiary is a party, the surviving or resulting Person must be a Subsidiary (and, if any party such constituent Subsidiary shall have been a Guarantor, a Guarantor) and (C) in the case of any merger referred to in this clause (iii), the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Sections 6.08 and 6.09 as of the end of and for the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 5.01, giving effect to such merger is a Loan Party, is and any related incurrence or becomes a Loan Party, repayment of Indebtedness as if it had occurred at the beginning of such period; and (iiiiv) any Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated EntityLenders.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Significant Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Significant Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) the Borrower may consolidate with any Subsidiary Person in a transaction in which Persons who were shareholders of the Borrower immediately prior to such transaction hold, immediately after giving effect to such transaction, Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the resulting Person (and such resulting Person has assumed all obligations of the Borrower hereunder by operation of law), (iii) any Person may merge into any Wholly-Owned Significant Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Significant Subsidiary, (iv) any Significant Subsidiary andmay sell, if any party transfer, lease or otherwise dispose of its assets to such merger is the Borrower or to another Significant Subsidiary (including to a Loan Party, is or Subsidiary that becomes a Loan Party, Significant Subsidiary as a result of such disposition) and (iiiv) any Significant Subsidiary may liquidate or dissolve dissolve, or the Borrower or any Significant Subsidiary may discontinue any line of business, if the Parent Borrower determines in good faith that such liquidation liquidation, dissolution or dissolution discontinuation is in the best interests of the Parent Borrower, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated EntityLenders.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or any of its Borrowing Base Properties or any of the Equity Interests of any Restricted Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, the Borrower or any Restricted Subsidiary may sell Hydrocarbons produced from its Oil and Gas Interests in the ordinary course of business, and if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationentity, (ii) any Restricted Subsidiary may merge into any Wholly-Owned other Restricted Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartyRestricted Subsidiary, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary, (iv) any Restricted Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporationLenders, (v) the Borrower or any Wholly-Owned Restricted Subsidiary may merge into sell, transfer, lease or otherwise dispose of equipment and related items in the ordinary course of business, that are obsolete or no longer necessary in the business of the Borrower or any Person in order to consummate a Permitted Acquisition permitted of its Restricted Subsidiaries or that is being replaced by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary equipment of comparable value and utility, (vi) subject to Section 2.12(b), the Borrower or any Consolidated Entity Restricted Subsidiary may effect sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties with a value not exceeding, in the closure aggregate for the Borrower and its Restricted Subsidiaries taken as a whole, five percent (5%) of a division the Borrowing Base between Scheduled Redeterminations and (vii) with the prior written consent of Required Lenders and subject to Section 2.02(d) and Section 2.12(b), the Borrower or any Restricted Subsidiary may sell, transfer, lease, exchange, abandon or otherwise dispose of Borrowing Base Properties not otherwise permitted pursuant to the foregoing clause (vi). For purposes of the foregoing clause (vi), the value of any Oil and Gas Interests included in the Borrowing Base Properties shall be the Engineered Value of such Consolidated EntityOil and Gas Interests and the value of all other Oil and Gas Interests shall be the value which would be assigned to such Oil and Gas Interests using the same methodology, assumptions and discount rates used to determine the Engineered Value of the Borrowing Base Properties as of the most recent Redetermination. In addition, for purposes of determining compliance with clause (vi) of this Section with respect to any exchange of Oil and Gas Interests, the value of such exchange shall be the net reduction, if any, in Engineered Value realized or resulting from such exchange.

Fundamental Changes. Merge into or consolidate or amalgamate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, provided that (ai) No Consolidated Entity will any Restricted Subsidiary of a Borrower may merge into or consolidate with or amalgamate with, or be liquidated into, (x) such Borrower (so long as such Borrower is the surviving or continuing entity) or (y) any other PersonRestricted Subsidiary of such Borrower (so long as, if either constituent entity is an Obligor, the surviving or permit continuing entity is an Obligor), and in each case so long as no Event of Default has occurred and is continuing or would result therefrom; (ii) any other Person to Restricted Subsidiary of a Borrower may merge into or consolidate or amalgamate with itanother Person (that is not an Obligor), so long as (x)(1) if the Restricted Subsidiary was an Obligor, the surviving entity is an Obligor or liquidate (2) such merger or dissolveconsolidation or amalgamation otherwise constitutes a Permitted Investment, except that, if at the time thereof and immediately after giving effect thereto (y) no Event of Default shall have has occurred and be is continuing or would result therefrom; (iiii) a Borrower may merge into or consolidate or amalgamate with another Person (that is not an Obligor), so long as (x) such Borrower is the surviving entity and, (y) such merger or consolidation or amalgamation constitutes a Permitted Investment; (iv) any Restricted Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, or consolidate or amalgamate with (iia) any Obligor or (b) any other Restricted Subsidiary may merge into any Wholly-Owned Subsidiary (that is not an Obligor) so long as in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andcase of this clause (b), if any party to such merger is or consolidation or amalgamation constitutes a Loan PartyPermitted Investment and (v) to the extent not otherwise permitted under the foregoing clauses, is any Restricted Subsidiary that (A) has sold, transferred or becomes otherwise disposed of all or substantially all of its assets in connection with a Loan PartyPermitted Asset Disposition and no longer conducts any active trade or business and (B) in its good-faith determination, (iii) any Subsidiary may liquidate or dissolve if the Parent Borrower determines in good faith believes that such a dissolution, liquidation or dissolution winding-up or merger, amalgamation or consolidation is in the best interests interest of the Parent Borrower, is Borrowers and it not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be a Permitted Asset Disposition are transferred to, or otherwise owned or conducted by, the Parent an Obligor, may be liquidated, wound up and dissolved or merged, amalgamated or consolidated out of existence into any Borrower or a Guarantor after giving effect another Restricted Subsidiary. Notwithstanding anything to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if the contrary herein, any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary Obligor may merge into or consolidate or amalgamate with an Affiliate of the Lead Borrower for the purpose of reincorporating or reorganizing the Obligor in the United States, any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is state thereof or the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) District of Columbia so long as after giving effect thereto the Person surviving such merger amount of Debt of the Lead Borrower and its Restricted Subsidiaries is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entitynot increased to an amount not permitted hereunder.

Fundamental Changes. (a) No The Borrower will not, and will not permit any Consolidated Entity will Subsidiary to, merge into or consolidate with 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 Consolidated Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except thatthat this Section 6.3 shall not prohibit the consummation of the Merger and the Transactions, and 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 Consolidated Subsidiary may merge into with a Person if the Parent Borrower in (or such Consolidated Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Consolidated Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Partyanother Consolidated Subsidiary, (iii) any Consolidated Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Consolidated Subsidiary, (iv) any Consolidated Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably (v) any Consolidated Subsidiary may be expected to have a Material Adverse Effectsold so long as such sale is permitted under Section 6.6; provided, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or merger involving a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary Person that is not a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.4; provided, further, that is a Wholly-Owned Subsidiary is the surviving corporationat any time, (vx) any Wholly-Owned Subsidiary one or more Permitted Securitization Subsidiaries may merge into or consolidate with any Person in order to consummate a one or more Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary Securitization Subsidiaries and (viy) any Consolidated Entity Permitted Securitization Subsidiary may effect the closure of a division in such Consolidated Entitybe liquidated or dissolved.

Fundamental Changes. (a) No Consolidated Entity The Parent Borrower will not, nor will it permit any Subsidiary to, merge into into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary (other than a Borrower) may merge into the Parent a Borrower in a transaction in which the Parent such Borrower is the surviving corporation, (ii) a Subsidiary organized under the laws of Canada or any province thereof may amalgamate with the Parent Borrower or Subsidiary organized under the laws of Canada or any province thereof, and if the Parent Borrower is a party to such amalgamation the resulting entity shall have all of the obligations of the Parent Borrower, (iii) any Subsidiary (other than a Borrower) may merge into any Wholly-Owned Subsidiary (other than a Borrower) in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, and (if any party to such merger is a Subsidiary Loan Party, ) is or becomes a Subsidiary Loan Party, (iiiiv) any Subsidiary (other than a Borrower) may wind-up, liquidate or dissolve if the Parent Borrower determines in good faith that such wind-up, liquidation or dissolution is in the best interests of the Parent Borrower, Borrower and is not materially disadvantageous to the Lenders (it being understood that the wind-up, liquidation or dissolution of the Subsidiaries existing on the Effective Date and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets organized under the laws of Cyprus or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, Hungary shall be transferred to, permitted by this Section 6.03) and (v) any Person may merge into or otherwise owned amalgamate or conducted by, consolidate with the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate effect a Permitted Acquisition in compliance with the other applicable provisions of this Agreement (provided that the surviving or resulting entity is the Parent Borrower or wholly owned Subsidiary); provided that (A) 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 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary 6.04 and (viB) any Consolidated Entity may effect such amalgamation shall not be permitted under this Section 6.03 unless the closure amalgamated corporation shall confirm to the US Agent in writing that the amalgamated corporation is liable, by operation of law or otherwise, for the obligations of the applicable amalgamating Borrowers and/or Subsidiaries under this Agreement and the other Loan Documents to which such Borrowers and/or amalgamating Subsidiaries are a division in such Consolidated Entityparty.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, nor will it permit any Material Subsidiary to, merge into or consolidate with any other Person, or permit into any other Person to or sell, lease, transfer or otherwise dispose of all or substantially all of its assets (as used herein, including capital stock and/or other ownership interest) (collectively, “Disposition”), except, that (i) a Material Subsidiary may merge into the Borrower or consolidate with it, another Material Subsidiary or liquidate or dissolve, except that, any other Person (other than the Borrower) if at the time thereof and immediately after giving effect thereto such Person becomes a Material Subsidiary, (ii) the Borrower may merge with another Person if (A) the Borrower is the corporation surviving such merger and (B) after giving effect thereto, no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Partycontinuing, (iii) any Subsidiary Dispositions 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, is not materially disadvantageous be made to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor Material Subsidiary (or a party that concurrently therewith will become a Material Subsidiary), (iv) Dispositions may be made by a Material Subsidiary to another Person that concurrently therewith will become a Material Subsidiary, (v) Dispositions may be made of all or any portion of the assets or capital stock of (or other ownership interest in) any ET Entity, or any ET Entity may merge or consolidate with any Person, (vi) Dispositions of accounts and receivables (and other related assets) pursuant to a Receivables Purchase Facility, (vii) Dispositions of Designated Charges and other related assets in connection with the issuance of any Approved Cost Recovery Bonds and (viii) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 6.10; provided that (x) at the time of such Disposition, no Default shall exist or would result from such Disposition (after giving effect to this clause (viii)) and (y) the aggregate book value of all property disposed of in reliance on this clause (viii) from and after the Closing Date shall not exceed 15% of the greater of the total assets of the Borrower and its Subsidiaries on a consolidated basis as determined in accordance with GAAP, (x) as shown on the consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 20202021 and (y) as shown on the annual consolidated balance sheet of the Borrower and its Subsidiaries as of December 31 of the year ending (after December 31, 20202021) immediately prior to such liquidation disposition; provided, however, that any Disposition pursuant to Section 6.10(viii) shall be for fair market value as determined in good faith by the applicable board of directors or dissolutionother governing body. No such Dispositions of the types described in clauses (i)-(viii) of the previous sentence shall in any event be prohibited under this Section 6.10, nor shall any Disposition permitted pursuant to clauses (i) through (viii) above be considered in any determination as to whether any other single or series of Dispositions constituted a sale by the Borrower or any Material Subsidiary of all or substantially all of its assets; provided further that no Subsidiary Borrower may when evaluating whether a Disposition (other than a Disposition permitted pursuant to clauses (i)-(viii) above) constitutes a Disposition of all or substantially all of the assets of such Person, such determination shall be liquidated made on the basis of the relevant assets of such Person and its subsidiaries making such Disposition, excluding for such purpose, such Person’s interests, if any, in the equity or dissolved assets of the ET Entities (as if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division interests in such Consolidated Entityequity or assets had never been owned by such Person).

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with 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, except that, 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 into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson or if the surviving Person is a Subsidiary of the Borrower thereafter and complies with Section 5.10, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andanother Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party, is or becomes a the Subsidiary Loan PartyParty shall be the surviving Person, (iii) any Subsidiary may be converted into a limited liability company if it complies with the provisions of Section 5.10, to the extent applicable, (iv) 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 (v) 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse EffectLenders; provided, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise merger involving a Person that is not a wholly-owned or conducted by, the Parent Borrower or a Guarantor after giving effect Subsidiary immediately prior to such liquidation or dissolution; provided further that no Subsidiary Borrower may merger shall not be liquidated or dissolved permitted unless the corresponding Investment (as defined in Section 7.4), if any Borrowing or Revolving Credit Exposure attributable to such entity any, is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity7.4.

Fundamental Changes. (a) No Consolidated Entity Each Borrower will not, and will not permit any Subsidiary (other than any CLO Subsidiary) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the Borrowers’ assets (measured on a collective basis across all Borrowers), or all or substantially all of the Capital Stock of the Borrowers’ Subsidiaries (other than CLO Subsidiaries) (measured on a collective basis across all Borrowers) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, 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) any Person, including a Subsidiary or Borrower, may merge into or consolidate with any of the Parent Borrower Borrowers in a transaction in which the Parent a Borrower is the surviving corporation, entity; (ii) any Subsidiary Person, other than a Borrower but including a Subsidiary, may merge into or consolidate with any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger that is a Loan Party, is wholly owned by one or becomes a Loan Party, more of the Borrowers; (iii) any Borrower may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary, provided that (solely in a case of such a transaction involving a Borrower other than Oaktree AIF Investments, L.P.), such wholly owned Subsidiary (A) agrees to become a Borrower hereunder, (B) executes and delivers an assumption agreement assuming the obligations as a Borrower hereunder and such other documents reasonably requested by the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent with respect thereto (including, but not limited to, an opinion of counsel), (C) prior to such entity becoming a Borrower hereunder, provides to each Lender such documentation and other information as may be reasonably requested by such Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT ACT and (D) if such Subsidiary is a foreign Subsidiary, each Lender is permitted to lend in the jurisdiction in which such Subsidiary is organized under applicable law and regulations (it being understood and agreed that the Borrowers may replace any Lender which is not permitted to lend to such Subsidiary pursuant to Section 2.16(b)); (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to any of the Borrowers or to a wholly owned Subsidiary; (v) any Borrower may sell, transfer, lease or otherwise dispose of its assets (including any Capital Stock) to any other Borrower; (vi) any Borrower may sell, transfer, lease or otherwise dispose of its assets (including any Capital Stock) to a wholly owned Subsidiary, provided that in the event such transaction results in a transfer, lease or other disposition of all or substantially all of the Borrowers’ assets (measured on a collective basis across all Borrowers) to such Subsidiary, such Subsidiary (A) agrees to become a Borrower hereunder, (B) executes and delivers an assumption agreement assuming the obligations as a Borrower hereunder and such other documents reasonably requested by the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent with respect thereto (including, but not limited to, an opinion of counsel), (C) prior to such entity becoming a Borrower hereunder, provides to each Lender such documentation and other information as may be reasonably requested by such Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT ACT and (D) if such Subsidiary is a foreign Subsidiary, each Lender is permitted to lend in the jurisdiction in which such Subsidiary is organized under applicable law and regulations (it being understood and agreed that the Borrowers may replace any Lender which is not permitted to lend to such Subsidiary pursuant to Section 2.16(b)); (vii) any Subsidiary may merge or consolidate with any other Person in a transaction in which the other Person is the surviving entity or sell, transfer, lease or otherwise dispose of its assets to any other Person which, in each case, (A) prior to such transaction did not have any operations and (B) the Borrowers own the same type and percentage of equity interests in such other Person as the Borrowers owned in such Subsidiary prior to such transaction; (viii) Oaktree AIF Investments, L.P. or any Subsidiary of a Borrower may liquidate or dissolve if the Parent Borrower Oaktree AIF Investments, L.P. or such Borrower, respectively, determines in good faith that such liquidation or dissolution is in the its best interests of the Parent Borrower, and is not materially disadvantageous to the Lenders Lenders; and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, (ix) any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case Borrower may transfer any Capital Stock of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent of its Subsidiaries to any other Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no any wholly owned Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entityanother Borrower.

Fundamental Changes. (a) No Consolidated Entity The Revolving Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except provided nothing in this Section 6.03 shall prohibit the consummation of the Transactions (including, for the avoidance of doubt, the ownership, acquisition and/or disposition by the Revolving Borrower of its Equity Interests in New Foreign Holdco on or prior to the Acquisition Closing Date, so long as after any such disposition and on the Acquisition Closing Date and thereafter, New Foreign Holdco is the direct wholly-owned subsidiary of the Revolving Borrower), and provided further that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Revolving Borrower in a transaction in which the Parent Revolving Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the Revolving Borrower) may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartySubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Revolving Borrower or to another Subsidiary and (iv) any Subsidiary may liquidate or dissolve if the Parent Revolving Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, Revolving Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, Lenders; provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or merger involving a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary Person that is not a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order immediately prior to consummate a Permitted Acquisition such merger shall not be permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity6.04.

Fundamental Changes. (a) No The Borrower will not, and will not permit any of its Consolidated Entity will Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) its assets as an entirety or substantially as an entirety, or all or substantially all of the Capital Stock of any of its Consolidated Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Consolidated Subsidiary may merge into with any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andother Consolidated Subsidiary, if any party to such merger is a Loan Party, is or becomes a Loan Party, and (iii) the Borrower may merge with or into or consolidate with or transfer its assets as an entirety or substantially as an entirety to any Subsidiary may liquidate Person, so long as (A) immediately prior to and immediately after giving effect to such merger, consolidation or dissolve if transfer, the Parent Person with or into which the Borrower determines shall ultimately merge or consolidate or to whom the Borrower shall ultimately transfer its assets as an entirety or substantially as an entirety is in the Utility Business; (B) the Required Lenders shall have determined (so long as such determination is exercised in good faith and after consultation with the Borrower) that such liquidation or dissolution is in the best interests rating of the Parent Borrower, is not materially disadvantageous to the Lenders and could not reasonably be expected to have first mortgage bonds (or bonds otherwise denominated that benefit from a Material Adverse Effect, provided that if first Lien on such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06Person’s utility assets, or, if such Person has no first mortgage bonds, the rating of the senior unsecured long-term Indebtedness of such Person that is not guaranteed and does not benefit from any other credit enhancement) of the surviving Person of any such merger, consolidation, acquisition or transfer of assets shall be at least BBB- or higher by S&P and Baa3 or higher by Xxxxx’x (unless the requirements of this clause (B) shall have been waived by the Required Lenders); provided that the requirement of this clause (B) shall be deemed to have been satisfied if, prior to the consummation of any such merger, consolidation or transfer, the Borrower shall have delivered written evidence from each such Rating Agency to the effect that, upon such merger, consolidation or transfer, the applicable rating of such surviving Person would be equal to or higher than the ratings specified in this clause (B); (C) in the case of any such business, discontinued, shall be transferred to, merger or otherwise owned consolidation or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction transfer of assets in which a Foreign Subsidiary that the Borrower is a Wholly-Owned Subsidiary is not the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person formed by any such consolidation or transfer of assets or into which the Borrower shall be merged or consolidated or to which such assets are transferred shall have executed an agreement in form reasonably satisfactory to the Administrative Agent containing an assumption by the surviving such merger is a Subsidiary Person of the due and punctual performance of each obligation, agreement, covenant and condition of each of the Loan Documents and the Mortgage Indenture to be performed or complied with by the Borrower; and (viD) any Consolidated Entity the Administrative Agent shall have received an opinion of counsel, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the due authorization, execution, delivery, validity and enforceability of the assumption agreement referred to in clause (C) of this Section 6.02, of the enforceability and continuation of the Liens created pursuant to the Security Documents and such other matters as the Required Lenders may effect the closure of a division in such Consolidated Entityreasonably require.

Fundamental Changes. (a) No Consolidated Entity The Company will not, and will not permit any Material Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) the Company or any Material Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, or consolidate with any Person; PROVIDED that (iiA) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary 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, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such businessmerger or consolidation involving the Company, discontinued, either (x) the Company shall be transferred tothe continuing or surviving corporation or (y) the continuing or surviving corporation shall be organized under the laws of the United States or any State thereof and shall assume all the Company's obligations under this Agreement in a manner reasonably acceptable to the Administrative Agent, (B) in the case of any merger or otherwise owned or conducted byconsolidation involving a Material Subsidiary, the Parent Borrower surviving entity shall be a Subsidiary, and (C) in the case of any merger or consolidation involving a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is guarantor of the Obligations, the surviving corporationentity shall Guarantee the Obligations; PROVIDED FURTHER, (v) any Wholly-Owned however, that notwithstanding the foregoing, no Material Subsidiary may merge or consolidate with the Company and (ii) any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary (including by liquidating or dissolving into such other Subsidiary); PROVIDED that any transaction under this paragraph (a) involving a merger of or a disposition of assets by a non-Wholly Owned Subsidiary shall not be permitted unless the surviving Person or the acquiring Person is a Wholly Owned Subsidiary. In the event of any merger or consolidation described in clause (i)(y), the Company shall give the Lenders reasonable prior notice thereof in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto allow the Person surviving such merger is a Subsidiary Lenders to comply with "know your customer" rules and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entityother applicable regulations.

Fundamental Changes. (a) No Consolidated Entity The Borrowers will not, and will not permit any Subsidiary to, merge into or consolidate with 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, except that, 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) any Borrower or any Subsidiary may merge into the Parent with a Person (other than a merger of a Borrower in with another Borrower) if any Borrower (or such Subsidiary if a transaction in which the Parent Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Borrower may merge with another Borrower, provided that if Services is a party to such merger, but is not the surviving Person, the surviving Person has executed and delivered to the Collateral Agent assumption agreements, in form and substance satisfactory to the Collateral Agent, with respect to the Security Agreement and the Intellectual Property Security Agreement, together with (aa) UCC financing statements, amendments and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under such agreements, as requested by the Collateral Agent in order to perfect such Liens, duly authorized or executed by such surviving Person, (bb) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of surviving Person, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances, (cc) a Perfection Certificate duly completed and executed by the surviving Person, (dd) a certificate of the Secretary or Assistant Secretary of the surviving Person, attaching and certifying copies of its certificate of incorporation, bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of the foregoing documents to which it is a party and certifying the name, title and true signature of each officer of the surviving Person executing such documents, (ee) certificates of good standing or existence, as may be available from the Secretary of State of Delaware and each other jurisdiction where the surviving Person is required to be qualified to do business as a foreign corporation; (ff) a favorable written opinion of Axxxxx & Bird, LLP, counsel to the surviving Person, addressed to the Collateral Agent, the Administrative Agent and each of the Lenders, and covering such matters relating to the surviving Person, the foregoing documents and the transactions contemplated thereby as the Administrative Agent or the Required Lenders shall reasonably request; (iii) any Subsidiary (excluding Services and Checkfree Investment) may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andanother Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party, is either (A) the Subsidiary Loan Party shall be the surviving Person or becomes (B) if the surviving Person was not a Subsidiary Loan Party either (1) such Person shall become a Subsidiary Loan Party immediately upon consummation of such merger and otherwise in accordance with Section 5.10 or (2) the Borrowers shall have certified in reasonable detail satisfactory to the Administrative Agent that after giving effect to such merger, the Borrowers are in compliance with clauses (a) and (b) of this Section 5.10, and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Borrower or to any Subsidiary Loan Party, (iiiiv) the Borrowers and their Subsidiaries may eliminate or discontinue business lines and segments from time to time if (A) such action has been approved by the Board of Directors of one of the Borrowers, and (B) such elimination or discontinuance will not jeopardize the Borrowers’ ability to perform under any of the Loan Documents; and (v) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, Borrowers and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse EffectLenders; provided, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise merger involving a Person that is not a wholly-owned or conducted by, the Parent Borrower or a Guarantor after giving effect Subsidiary immediately prior to such liquidation or dissolution; provided further that no Subsidiary Borrower may merger shall not be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity7.4.

Fundamental Changes. Merge, consolidate (it being acknowledged that the term “consolidate” does not include any consolidation occurring solely pursuant to GAAP of the financial results of the Borrower with the financial results of Standard General or SDOI) or enter into any similar combination with, or enter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind‑up or dissolve itself (or suffer any liquidation or dissolution) except: (a) No Consolidated Entity will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Wholly‑owned Subsidiary of the Borrower may merge be merged, amalgamated or consolidated with or into the Parent Borrower in a transaction in which (provided that the Parent Borrower is shall be the continuing or surviving corporation, entity) or (ii) any Wholly‑owned Subsidiary of the Borrower may merge be merged, amalgamated or consolidated with or into any Wholly-Owned Subsidiary in a transaction in which Guarantor (provided that the Guarantor shall be the continuing or surviving entity is or simultaneously with such transaction, the continuing or surviving entity shall become a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, Guarantor and the Borrower shall comply with Section 6.14 in connection therewith); -78- (iiib) any Subsidiary may liquidate dispose of all or dissolve if substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests any Guarantor; (c) any Wholly‑owned Subsidiary of the Parent Borrower, is not materially disadvantageous Borrower may merge with or into the Person such Wholly‑owned Subsidiary was formed to the Lenders and could not reasonably be expected acquire in connection with any acquisition permitted hereunder (including any Permitted Acquisition permitted pursuant to have a Material Adverse Effect, Section 7.3(e)); provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, orthat, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or merger involving a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Wholly‑owned Subsidiary that is a Wholly-Owned Subsidiary Domestic Subsidiary, (i) a Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Borrower shall comply with Section 6.14 in connection therewith; and (d) any Acquired Entity may be merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries in connection with a Permitted Acquisition in a transaction manner consistent with the definition of “Acquired Entity”. Section 7.5. Asset Dispositions. Make any Asset Disposition except: (a) the sale of obsolete, worn‑out or surplus assets no longer used or usable in which the business of the Borrower or any of its Subsidiaries; (b) non‑exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (d) Asset Dispositions in connection with Events of Loss; provided that the requirements of Section 2.8(b) are complied with in connection therewith; (e) Assets Dispositions in connection with transactions permitted by Section 7.4; (f) the disposition of one hundred percent (100%) of the Ownership Interests of any Retail Store Subsidiary owned by any Loan Party; provided, that the Net Cash Proceeds thereof shall be applied as a Foreign mandatory prepayment of the Loans pursuant to the requirements of Section 2.8(b)(i); and -79- (g) Asset Dispositions not otherwise permitted pursuant to this Section 7.5; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than seventy‑five percent (75%) in cash; provided that the amount of: (x) any liabilities (as shown on the Borrower’s or the applicable Subsidiary’s most recent balance sheet) of the Borrower or any Subsidiary thereof (other than contingent liabilities and liabilities that are by their terms subordinated to the Secured Obligations or Indebtedness of the Borrower or such Subsidiary that is unsecured or secured by a Wholly-Owned Lien junior in priority to the Liens securing the Secured Obligations) that are assumed by the transferee of any such assets and with respect to which the Borrower or the applicable Subsidiary is the surviving corporation, unconditionally released from further liability and (vy) any Wholly-Owned securities received by the Borrower or such Subsidiary may merge from such transferee that are converted within sixty (60) days by the Borrower or such Subsidiary into any Person cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in order that conversion) will be deemed to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary be cash for purposes of this clause (ii), and (viiii) any Consolidated Entity may effect the closure aggregate fair market value of a division all property disposed of after the Restatement Effective Date in such Consolidated Entityreliance on this clause (g) shall not exceed $5,750,000. Section 7.6.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with 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, except that, 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 into with a Person if (x) the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationPerson or (y) if the Borrower is not a party to such merger, such Subsidiary is the surviving Person or the surviving Person is a Subsidiary and to extent required by Section 5.11, shall become a Subsidiary Loan Party pursuant to Section 5.11 at the time required therein, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andanother Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party, is the Subsidiary Loan Party shall be the surviving Person or becomes the surviving Person shall become a Subsidiary Loan PartyParty pursuant to Section 5.11, (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 or in connection with a Disposition permitted pursuant to Section 7.6, (iv) the Borrower or any Subsidiary may sell, lease, transfer or otherwise dispose all or substantially all of the stock of any of its Subsidiaries in connection with a Disposition permitted pursuant to Section 7.6 and (v) any Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such businessliquidation or dissolution of a Subsidiary Loan Party, discontinued, shall be all of its assets are transferred to, or otherwise owned or conducted and all of its liabilities and obligations are assumed by, the Parent Borrower or a Guarantor after another Subsidiary Loan Party upon giving effect to such liquidation or dissolution; provided further provided, that no any merger permitted pursuant to this Section 7.3 involving a Person that is not a wholly-owned Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable immediately prior to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition merger shall not be permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity7.4.

Fundamental Changes. (a) No Consolidated Entity will The Borrower shall not, and shall not permit any Restricted Subsidiary to, merge into or consolidate with any other PersonPerson or divide into two or more persons pursuant to a plan of division, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all/any substantial part of its assets, or all or substantially all of 133 the Equity Interests of any Restricted Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, or purchase or otherwise acquire all or substantially all of the assets or any Equity Interests of any class of, or any partnership or joint venture interest in, any other Person, or permit any Restricted Subsidiary to issue any Equity Interests, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing that (i) any Subsidiary Restricted Subsidiary/Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationentity, (ii) any Subsidiary Restricted Subsidiary/Person may merge into any Wholly-Owned Restricted Subsidiary in a transaction in which the surviving entity is a Wholly-Wholly Owned Subsidiary andthat is a Restricted Subsidiary, or may divide into two or more new Restricted Subsidiaries; provided that, if any party to such merger existing Restricted Subsidiary is a Loan Party, is or becomes each new Subsidiary shall also be a Loan Party, Party immediately following such division (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to, or issue Equity Interests to, the Borrower or to another Wholly Owned Subsidiary that is a Restricted Subsidiary, (iv) any Restricted Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporationLenders, (v) the Borrower or any Wholly-Owned Restricted Subsidiary may merge into make any Person in order to consummate a Permitted Acquisition Investment permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary 9.06, and (vi) the Borrower or any Consolidated Entity Restricted Subsidiary may effect the closure of make any Disposition permitted by Section 9.05; provided that any such merger involving a division in Person that is not a Wholly Owned Subsidiary immediately prior to such Consolidated Entitymerger shall not be permitted unless also permitted by Section 9.06.

Fundamental Changes. (a) No Consolidated Entity The Sponsor will not, and will not permit any Subsidiary to, merge into or consolidate with 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 and including, in each case, pursuant to a Delaware LLC Division) 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 thatthat (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 Sponsor or any Guarantor; provided that the Sponsor or such Guarantor is the survivor of such merger, and (ii) if at the time thereof and immediately after giving effect thereto thereto, no Default Credit Event shall have occurred and be continuing (iA) the Sponsor or any Subsidiary may merge with a Person if the Sponsor (or if the Sponsor is not a party to such merger, such Subsidiary or, in connection with a Permitted Acquisition, such Person if upon such merger such Person becomes a Subsidiary) is the surviving Person, (B) any Subsidiary may merge into another Subsidiary or the Parent Borrower in Sponsor; provided, however, that if the Sponsor is a transaction in which party to such merger, the Parent Borrower is Sponsor shall be the surviving corporationPerson; provided, (ii) further, that if any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan PartyGuarantor, is or becomes a Loan Partythe Guarantor 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 Sponsor or to a Guarantor, and (D) any other Subsidiary may liquidate or dissolve if the Parent Borrower Sponsor determines in good faith that such liquidation or dissolution is in the best interests of the Parent BorrowerSponsor, is not materially disadvantageous to the Lenders Participants, and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantordissolves into another Guarantor or the Sponsor; provided, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of that any such business, discontinued, shall be transferred to, or otherwise merger involving a Person that is not a wholly-owned or conducted by, the Parent Borrower or a Guarantor after giving effect Subsidiary immediately prior to such liquidation or dissolution; provided further that no Subsidiary Borrower may merger shall not be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity8.4.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, 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, 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) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned other Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary, provided that if the Subsidiary and, if any party that is to such merger be merged out of existence is a Loan PartyGuarantor, the surviving entity is or becomes a Loan PartyGuarantor, (iii) any Subsidiary may sell, transfer, lease or otherwise Dispose 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 Guarantor, the transferee is a Loan Party, (iv) any Subsidiary that is not a 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, (v) the Borrower and its Subsidiaries may consummate the TouchNet Merger; provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or transaction described in clauses (i) - (iii) above involving a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is not a Wholly-Owned wholly owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order immediately prior to consummate a Permitted Acquisition such merger shall not be permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity7.04.

Fundamental Changes. Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) No Consolidated Entity will merge (i) any Restricted Subsidiary of Holdings may merge, amalgamate, dissolve, liquidate or consolidate with the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction in any State of the United States or the District of Columbia); provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent and the Borrower (or, if not the Borrower, the surviving Person) and shall be a corporation or a limited liability company organized under the laws of the United States, any state thereof or the District of Columbia and (ii) any Restricted Subsidiary may merge, amalgamate, dissolve, liquidate or consolidate with any one or more other Person, Restricted Subsidiaries; (b) the Borrower or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Restricted Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary may liquidate or dissolve if the Parent validity, perfection and priority of the Liens securing the Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such liquidation or dissolution action is in the best interests interest of the Parent Borrower, Borrower and its Subsidiaries and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided in any material respect (it being understood that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any dissolution of a Restricted Subsidiary that is a Guarantor, such businessSubsidiary shall at or before the time of such dissolution transfer its assets to another Restricted Subsidiary that is a Guarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent unless such Disposition of assets is permitted hereunder; and in the case of any change in legal form, discontinued, shall be transferred to, a Restricted Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (c) any Restricted Subsidiary may Dispose of all or otherwise owned substantially all of its assets (upon voluntary liquidation or conducted by, otherwise) to the Parent Borrower or to any Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or be or become a Guarantor after giving effect or (ii) to the extent constituting an Investment, such liquidation or dissolutionInvestment must be an Investment not prohibited hereunder; provided further that no Subsidiary the Borrower may be liquidated Dispose of all or dissolved if substantially all of its assets (upon voluntary liquidation or otherwise) to any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, other Loan Party; (ivd) any Foreign Restricted Subsidiary may merge into merge, amalgamate or consolidate with, or liquidate or dissolve into, any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted effect an Investment; provided that (i) the continuing or surviving Person shall, to the extent required by the terms hereof, have complied with the requirements of Section 6.04(e6.12, (ii) so long as after giving effect thereto to the Person surviving extent constituting an Investment, such merger is a Subsidiary Investment must be an Investment not prohibited hereunder and (viiii) to the extent constituting a Disposition, such Disposition must be permitted hereunder; (e) the Borrower and the other Restricted Subsidiaries may consummate the Transactions and any Transition Arrangements; (f) any Consolidated Entity Restricted Subsidiary may merge, dissolve, liquidate, amalgamate, consolidate with or into another Person in order to effect the closure of a division in such Consolidated Entity.Disposition permitted pursuant to Section 7.04; and (g) any Investment may be structured as a merger, consolidation or amalgamation. Section 7.04

Fundamental Changes. Without prior written consent of the Lender, the Borrower shall not: (a) No Consolidated Entity will merge of consolidate into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing person unless (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationsurvivor of such merger of consolidation and remains in compliance with all the terms and conditions of the Loan Documents or any other survivor of such merger of consolidation assumes all the Obligations, including without limitation, all of the Borrower's payment obligations, pursuant to assignment documentation acceptable to the Lender in its sole discretion, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the reasonable judgment of the Lender, the ability of such surviving entity to perform its obligations hereunder is no worse than that of the Borrower immediately before such merger or consolidation, and (iii) such surviving entity delivers Uniform Commercial Code financing statements (Form UCC-1) duly executed by the surviving entity is a Wholly-Owned Subsidiary (naming the Lender as secured party and the surviving entity as debtor and in form acceptable for filing in all jurisdictions that the Lender deems necessary or advisable to perfect the security interests granted to it hereunder) and, if any party applicable, termination statements, or other releases duly filed in all jurisdictions that the Lender deems necessary or advisable to such merger is a Loan Party, is or becomes a Loan Partyperfect and protect the priority of the security interests granted by the Borrower hereunder), (iiib) any Subsidiary may liquidate amend or dissolve if modify its name (unless the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, is not materially disadvantageous delivers to the Lenders and could not reasonably be expected Lender thirty days prior to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred toproposed amendment or modification written notice of such proposal and within ten days following such amendment or modification delivers executed Uniform Commercial Code financing statements (in form and substance satisfactory to the Lender) reflecting such amendment or modification), or (c) sell or otherwise owned dispose of all or conducted by, substantially all of its assets (unless the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is transferee complies with all requirements imposed on the surviving corporation, entity in subsection (va) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by of this Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity5.15).

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with itit or any such Subsidiary, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or any substantial portion of its assets or the assets of any such Subsidiary, or liquidate or dissolve, except the Merger in accordance with the Merger Agreement, the Letter Agreement and Section 251 of the Delaware General Corporation Law and the Pliva Corporate Reorganization, and 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) any Subsidiary of the Borrower or Parent may merge with or into any other Subsidiary of the Parent, the Parent or the Borrower, (ii) equity interests and assets of any Subsidiary of the Parent may be sold, transferred, leased or otherwise disposed of to any other Subsidiary of the Parent or to the Parent, (iii) any Subsidiary of the Borrower may be merged or consolidated with or into any other Person, or the Borrower or any Subsidiary of the Borrower may dispose of any substantial portion of its or any of its Subsidiaries’ assets to any other Person, provided that the aggregate fair market value (as determined in good faith by the Board of Directors of the Borrower) of the consideration received or to be received by the Parent or any of its Subsidiaries with respect to all such mergers, consolidations and dispositions pursuant to this clause (iii) during the term of this Agreement shall not exceed $200,000,000, (iv) the Parent or any of its Subsidiaries may sell assets as may be required to comply with any requirement imposed by any Governmental Authority in connection with the Merger, (v) the Parent or any of its Subsidiaries may sell the assets described in Schedule 6.02 hereto in a sale for fair market value to a third party, (vi) the Parent and its Subsidiaries may sell inventory in the ordinary course of business, or (vii) subject to clauses (I) and (II) below, nothing in this Section 6.02 shall prevent (A) the merger into the Borrower of another Person in which the Borrower is the surviving corporation, (B) the consolidation of the Borrower and another Person, (C) the merger of the Borrower into another Person or (D) the sale, transfer, lease or other disposition of the property or assets of the Borrower to another Person, so long as in each case (I) no Default or Event or Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is either before or becomes a Loan Party, (iii) any Subsidiary 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, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to any such liquidation transaction), and (II) with respect to clauses (B), (C) and (D) above, the Borrower shall have provided prior written notice to the Administrative Agent and the surviving Person of the consolidation or dissolution; provided further merger or the purchaser of the Borrower’s assets, as the case may be, shall expressly assume all obligations of the Borrower under this Agreement, the Notes and the other Loan Documents to which the Borrower is a party, and expressly agree to be bound by all provisions of this Agreement, the Notes and the other Loan Documents to which the Borrower is a party, and the Parent shall expressly acknowledge and agree that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable its obligations under the Guaranty shall remain in full force and effect and shall ratify and confirm such Guaranty and all of its obligations thereunder, all pursuant to such entity is outstanding at such timeagreements and other documents, (iv) any Foreign Subsidiary each in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entityreasonably require.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with 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, except that, 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 into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Wholly-Owned another Subsidiary in or the Borrower; provided, however, that if the Borrower is a transaction in which party to such merger, the Borrower shall be the surviving entity is a Wholly-Owned Subsidiary andPerson, provided, further, that if any party Subsidiary to such merger is a Subsidiary Loan Party, is or becomes a the Subsidiary Loan PartyParty 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 Co-Borrower may liquidate or dissolve into the Borrower 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, (v) any other 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, is not materially disadvantageous to the Lenders Lenders, and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantordissolves into another Subsidiary Loan Party or the Borrower; provided, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of that any such business, discontinued, shall be transferred to, or otherwise merger involving a Person that is not a wholly-owned or conducted by, the Parent Borrower or a Guarantor after giving effect Subsidiary immediately prior to such liquidation or dissolution; provided further that no Subsidiary Borrower may merger shall not be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity7.4.

Fundamental Changes. (a) No Consolidated Entity will Credit Party shall, nor shall it permit any of its Subsidiaries to, dissolve, liquidate, merge into or consolidate with any other or into another Person, or permit Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person to merge into or consolidate with it, or liquidate or dissolvePerson, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuing exists or would result therefrom (subject to Section 8.12): (a) (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary 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, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower so long as the Borrower is the continuing or surviving entity and (ii) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Guarantor so long as the Guarantor shall be the continuing or surviving entity, or simultaneously with such transaction the continuing or surviving entity shall become a Guarantor and the Borrower and such Guarantor (and each other relevant Credit Party) shall otherwise comply with Section 7.11 in connection therewith; (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Guarantor, provided that, with respect to any such Disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (d) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (e) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including any Permitted Acquisition), provided that in the case of any merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, (i) a Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Borrower and such Guarantor (and each other relevant Credit Party) shall comply with Section 7.11 in connection therewith; (f) any Person may merge into the Borrower or any Person of its Wholly-Owned Subsidiaries in order to consummate connection with a Permitted Acquisition permitted by Section 6.04(eAcquisition, provided that (i) so long as after giving effect thereto in the case of a merger involving the Borrower or a Guarantor, the continuing or surviving Person surviving shall be the Borrower or such merger is a Subsidiary Guarantor and (viii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower; and (g) any Consolidated Entity Subsidiary that has no (or only de minimis) assets or operations at such time, and owns no other Subsidiary (unless such other Subsidiary also has no (or only de minimis) assets or operations as such time) may effect be disposed, liquidated, dissolved, wound down or merged with and into any other Subsidiary (with such other Subsidiary being the closure of a division in such Consolidated Entity.surviving entity). 102 130164155_5

Fundamental Changes. (a) No Consolidated Entity Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent surviving entity is a Person organized or existing under the laws of the United States of America, any State thereof or the District of Columbia and, if such surviving entity is not the Borrower, such Person expressly assumes, in writing, all the obligations the Borrower is under the surviving corporationLoan Documents and such Person takes all other actions and delivers such other documents to the Administrative Agent as the Administrative Agent shall reasonably request in order to protect and perfect the position of the Administrative Agent, the Collateral Agent and the Lenders under the Loan Documents, (ii) any Subsidiary Person may merge into Holdings 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 or the District of Columbia and, if such surviving entity is not Holdings such Person expressly assumes, in writing, all the obligations of Holdings under the Loan Documents and such person takes all other actions and delivers such other documents to the Administrative Agent as the Administrative Agent shall reasonably request in order to protect and perfect the position of the Administrative Agent, the Collateral Agent and the Lenders under the Loan Documents, (iii) any Person may merge into any Wholly-Owned 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, is or becomes a Subsidiary Loan PartyParty concurrently with such merger, (iiiiv) 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition asset sale permitted by Section 6.04(e6.05(h) so long as after giving effect thereto may be effected through the Person surviving merger of a subsidiary of the Borrower with a third party, provided that any such merger referred to in clauses (i), (ii), (iii) or (v) above involving a Person that is not a wholly owned Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in immediately prior to such Consolidated Entitymerger shall not be permitted unless also permitted by Section 6.08.

Fundamental Changes. Merge, dissolve, liquidate, consolidate, amalgamate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division); provided that, subject to Section 7.12 and provided that, after giving effect to any such transaction, no Default or Event of Default shall exist, (a) No Consolidated Entity will the Company may merge into or consolidate with any of its Subsidiaries provided that the Company shall be the continuing or surviving corporation, (b) (i) any Subsidiary of the Company may merge or consolidate with any other PersonSubsidiary of the Company provided that if a Loan Party is a party thereto, a Loan Party shall be the continuing or permit surviving corporation, and (ii) any Subsidiary of the Company may dispose of all or substantially all of its assets to any other Person to Subsidiary of the Company provided that if a Loan Party is the transferor in such transaction a Loan Party shall be the transferee, (c) any Loan Party other than the Company may merge into or consolidate with itany other Loan Party other than the Company, (d) any Foreign Subsidiary may be merged or liquidate consolidated or dissolveamalgamated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, except (e) any Foreign Subsidiary may be merged, consolidated or amalgamated with or into any other Foreign Subsidiary (provided, that, (i) if at a Designated Borrower is a party to any such merger or consolidation, a Designated Borrower shall be the time thereof continuing or surviving corporation, and immediately after giving effect thereto no Default (ii) if a Designated Borrower is a party to any such amalgamation, (A) prior to the consummation of such amalgamation, the Administrative Agent and each Lender shall have occurred (I) received all documentation and other information that it has reasonably requested in writing that it has reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act and the Beneficial Ownership Regulation, and (II) approved such amalgamation (which approval shall not be continuing unreasonably delayed or denied or require the payment of a fee or other consideration), and (B) promptly upon the consummation of such amalgamation, and in any event, within one (1) Business Day of the consummation thereof (or such later date as may be agreed by the Administrative Agent in its sole discretion), the Company and the amalgamated company shall have delivered (I) an acknowledgment and confirmation from the amalgamated company with respect to the assumption and ratification of all rights, obligations, duties and liabilities of such Designated Borrower under this Agreement and the other Loan Documents immediately prior to the consummation of such amalgamation and (II) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be reasonably required by the Administrative Agent or the Required Lenders with respect to the amalgamated company), (f) (i) any Subsidiary that is a Loan Party may merge into the Parent Borrower in wind up, liquidate or dissolve itself so long as it transfers all or substantially all of its assets to a transaction in which the Parent Borrower is the surviving corporationLoan Party prior to such wind up, liquidation or dissolution and (ii) any Subsidiary that is not a Loan Party may merge into any Wholly-Owned wind up, liquidate or dissolve itself so long as it transfers all or substantially all of its assets to a Loan Party or a Subsidiary in of a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party Loan Party prior to such merger is a Loan Partywind up, is liquidation or becomes a Loan Partydissolution, and (iiig) any Subsidiary 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, Company that is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, Loan Party may merge or amalgamate with any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, orPerson so long as, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted bya merger, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a wholly-owned Subsidiary and (vi) any Consolidated Entity may effect of the closure of a division in such Consolidated EntityCompany.

Fundamental Changes. (a) No The Borrower will not, and will not permit any of its Consolidated Entity will Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) its assets as an entirety or substantially as an entirety, or all or substantially all of the stock of any of its Consolidated Subsidiaries (in each case, whether now owned or here after acquired), or liquidate or dissolve, 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) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, corpora tion (ii) any Consolidated Subsidiary may merge into with any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andother Consolidated Subsidiary, if any party to such merger is a Loan Party, is or becomes a Loan Party, and (iii) the Borrower may merge with or into or consolidate with or transfer its assets as an entirety or substantially as an entirety to any Subsidiary may liquidate Person, so long as (A) immediately prior to and immediately after giving effect to such merger, consolidation or dissolve if transfer, the Parent Person with or into which the Borrower determines shall ultimately merge or consolidate or to whom the Borrower shall ultimately transfer its assets as an entirety or substantially as an entirety is in the Utility Business, (B) the Required Lenders shall have determined (so long as such determination is exercised in good faith and after consultation with the Borrower) that such liquidation or dissolution is in the best interests rating of the Parent Borrower, is not materially disadvantageous to the Lenders and could not reasonably be expected to have first mortgage bonds (or bonds otherwise denominated that benefit from a Material Adverse Effect, provided that if first Lien on such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06Person's utility assets, or, if such Person has no first mortgage bonds, the rating of the senior unsecured long-term Indebtedness of such Person that is not guaranteed and does not benefit from any other credit enhancement) of the surviving Person of any such merger, consolidation, acquisition or transfer of assets shall be at least BBB- or higher by S&P and Baa3 or higher by Moody's (unless the requirements of this clause (B) shall have beex xxxxxd by the Required Lenders); PROVIDED that the requirement of this clause (B) shall be deemed to have been satisfied if, prior to the consummation of any such merger, consolidation or transfer, the Borrower shall have delivered written evidence from each such rating agency to the effect that, upon such merger, consolidation or transfer, the applicable rating of such surviving Person would be equal to or higher than the ratings specified in this clause (B), (C) in the case of any such business, discontinued, shall be transferred to, merger or otherwise owned consolidation or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction transfer of assets in which a Foreign Subsidiary that the Borrower is a Wholly-Owned Subsidiary is not the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person formed by any such consolidation or transfer of assets or into which the Borrower shall be merged or consolidated or to which such assets are transferred shall have executed an agreement in form reasonably satisfactory to the Administrative Agent containing an assumption by the surviving such merger is a Subsidiary Person of the due and punctual performance of each obligation, agreement, covenant and condition of each of the Loan Documents and the Second Indenture to be performed or complied with by the Borrower, and (viD) any Consolidated Entity the Administrative Agent shall have received an opinion of counsel, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the due authorization, execution, delivery, validity and enforceability of the assumption agreement referred to in clause (C) of this Section 6.03, of the enforceability and continuation of the Liens created pursuant to the Security Documents and such other matters as the Required Lenders may effect the closure of a division in such Consolidated Entityreasonably require.

Fundamental Changes. (a) No Consolidated Entity will merge into Merge, reorganize, consolidate or consolidate amalgamate with any other Person, or permit any other Person to merge into liquidate, wind up its affairs or consolidate with itdissolve itself, in each case whether in a single transaction or liquidate or dissolvein a series of related transactions, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing that (i) a Borrower may be merged or consolidated with or into any Subsidiary may merge into of its Subsidiaries provided that such Borrower shall be the Parent Borrower in a transaction in which the Parent Borrower is the continuing or surviving corporationPerson, (ii) any Subsidiary Obligor other than the Parent may merge be merged or consolidated with or into any Wholly-Owned Subsidiary in a transaction in which other Obligor other than the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartyParent, (iii) any Subsidiary of an Obligor which is not an Obligor may be merged or consolidated with or into any Obligor provided that such Obligor shall be the continuing or surviving corporation, (iv) any Subsidiary which is not an Obligor may be merged or consolidated with or into any other Subsidiary that is not an Obligor, (v) any Obligor or Subsidiary thereof may be merged or consolidated with or into any Person in connection with a Permitted Asset Disposition, (vi) any Obligor or Subsidiary thereof may be merged or consolidated with or into any Person in connection with a Permitted Acquisition, provided that, if such transaction involves a Borrower, such Borrower shall be the continuing or surviving Person and (vii) any Subsidiary that is not an Obligor may dissolve, liquidate or dissolve if the Parent Borrower determines in good faith wind up its affairs at any time provided that such dissolution, liquidation or dissolution is in the best interests of the Parent Borrowerwinding up, is not materially disadvantageous to the Lenders and as applicable, could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets ; or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect (b) without providing 10 days prior written notice to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such timeLender, (ivi) change a Borrower’s name or conduct business under any Foreign Subsidiary may merge into any other Foreign Subsidiary that is new fictitious name or (ii) change a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporationBorrower’s FEIN, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure organizational identification number or state of a division in such Consolidated Entityorganization.

Fundamental Changes. (a) No Consolidated Mergers, Consolidations, Disposal of Assets, Etc. The Borrower ------------------------------------------------ will not, and will not permit any Nationwide Core Entity will to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its Properties and assets whether now owned or hereafter acquired, or all or substantially all of the Equity Interest of any of the Nationwide Core Entities (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary Nationwide Core Entity (other than the Borrower) may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary Nationwide Core Entity (other than the Borrower) may merge into any Wholly-Owned Subsidiary a Nationwide Core Entity in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartyNationwide Core Entity, (iii) any Subsidiary may liquidate or dissolve if subject to compliance with the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests provisions of the Parent Borrower, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a GuarantorSection 6.04, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or ------------ Person (other than a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (ivNationwide Core Entity) any Foreign Subsidiary may merge into any Nationwide Core Entity (other Foreign Subsidiary than the Borrower in a transaction in which such Nationwide Core Entity is the surviving entity) and (iv) to the extent not otherwise permitted by clause (i), (ii) or (iii) above, the Borrower or any other Nationwide Core ---------- ---- ----- Entity may merge or consolidate with and into any Person, in each case with the prior written approval of the Required Lenders and (v) any Nationwide Core Entity may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Nationwide Core Entity; provided that any such merger involving a Person that is not a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is of (x) the surviving corporation, Borrower or (vy) any Wholly-Owned Subsidiary may merge into any Person in order of a Subsidiary of the Borrower immediately prior to consummate a Permitted Acquisition such merger shall not be permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity.------- 6.04. ----

Fundamental Changes. (a) No Consolidated Entity The Parent Borrower will not, and will not permit any Material Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or liquidate sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the Capital Stock of any of the Material Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate, wind up or dissolve, except that, (i) 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) continuing, any Subsidiary Person may amalgamate, consolidate or merge with or into the Parent any Borrower in a transaction in which the Parent so long as, if applicable, such Borrower is the surviving corporation, or amalgamate, consolidate or merge with or into any other Subsidiary so long as, if applicable, the surviving entity is a Subsidiary, (ii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to any Borrower or to any other Subsidiary, or amalgamate, consolidate or merge into with or into, any Wholly-Owned Borrower or any other Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, and (iii) any Subsidiary may liquidate liquidate, wind up or dissolve if the Parent Borrower determines in good faith that such liquidation liquidation, winding up or dissolution is in the best interests of the Parent Borrower, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, Lenders; provided that if such Subsidiary is a Guarantoramalgamation, consolidation or merger involves any assets or business not otherwise disposed Borrower, the continuing entity resulting from such combination shall, if reasonably requested by the Administrative Agent, execute and deliver an assumption agreement with respect to the Obligations of or transferred such Borrower together with supporting documentation and legal opinions, all in accordance with Section 6.06, or, in form and substance reasonably satisfactory to the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted byAdministrative Agent. Notwithstanding the foregoing, the Parent Borrower and its Domestic Subsidiaries shall not be permitted to transfer or otherwise dispose of, including through any merger, amalgamation or consolidation, any substantial portion of the assets or operations of itself and such Domestic Subsidiaries taken as a Guarantor after giving effect whole to such liquidation or dissolution; provided further that no Subsidiary the Canadian Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entityits Subsidiaries.

Fundamental Changes. (a) No Consolidated Entity Without the Administrative Agent’s prior consent, such Credit Party will not, and will not permit any of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, convey, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or the stock or other equity units of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, 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) any wholly-owned Subsidiary of any Borrower (other than a Borrower) may merge into the Parent such Borrower in a transaction in which the Parent such Borrower is the surviving corporationentity, (ii) any wholly-owned Subsidiary of any Borrower (other than a Borrower) may merge into any Whollyother wholly-Owned owned Subsidiary of such Borrower (other than a Borrower) in a transaction in which the surviving entity is a Whollywholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Partyowned Subsidiary, (iii) any wholly-owned Subsidiary (other than a Borrower) may sell, transfer, convey, lease or otherwise dispose of its assets to such Borrower or to another wholly-owned Subsidiary of such Borrower and (iv) any wholly-owned Subsidiary of any Borrower (other than a Borrower) may liquidate or dissolve if the Parent Administrative Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, applicable Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated EntityLenders.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate with 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, 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 Xxxx Realty OP may merge with and into the Parent Borrower Xxxx Realty OP (it being understood and agreed that in a transaction in which the Parent Borrower is any such event Xxxx Realty OP will be the surviving corporationPerson), (ii) any Subsidiary of Xxxx OP may merge with and into Xxxx OP (it being understood and agreed that in any such event Xxxx OP will be the surviving Person), (iii) any Subsidiary of Xxxx Realty OP or Xxxx OP may merge into any Wholly-Owned another Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andof Xxxx Realty OP or Xxxx OP, respectively, provided that if any party to such merger is a Loan PartySubsidiary Guarantor or an Unencumbered Property Owner, is the Subsidiary Guarantor or becomes a Loan PartyUnencumbered Property Owner, as applicable, shall be the surviving Person, (iiiiv) any Subsidiary of the Borrower may liquidate sell, transfer, lease or dissolve if otherwise dispose of all or substantially all of its assets to the Parent Borrower determines in good faith that such Borrower, Xxxx Realty OP, Xxxx OP, or to a Subsidiary Guarantor, and (v) the liquidation or dissolution is in the best interests of the Parent Borrower, any Subsidiary of Xxxx Realty OP or Xxxx OP that does not own any assets will be permitted so long as such Subsidiary is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that Guarantor (or if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect parties comply with the closure provisions of a division in such Consolidated EntitySection 2.29(a)).

Fundamental Changes. (a) No Consolidated Entity will merge Merge into or consolidate with 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 Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, 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 Restricted Subsidiary may merge into with a Person pursuant to a Permitted Acquisition if the Parent Borrower in (or such Restricted Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Restricted Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andanother Restricted Subsidiary, provided, that if any party to such merger is a Loan PartyGuarantor, is or becomes a Loan Partythe Guarantor shall be the surviving Person, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Loan Party, (iv) any Restricted Subsidiary (other than a Guarantor) 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned HMO Subsidiary and Insurance Subsidiary may merge into with any other HMO Subsidiary, Insurance Subsidiary or Subsidiary of an HMO Subsidiary or Insurance Subsidiary; provided that (x) its assets are all disposed of pursuant to Section 2.12(a) and (y) any such merger involving a Person in order that is not a wholly-owned Restricted Subsidiary immediately prior to consummate a Permitted Acquisition such merger shall not be permitted unless also permitted by Section 6.04(e7.4. (b) so long as after giving effect thereto Engage in any business other than businesses of the Person surviving such merger is a Subsidiary type conducted by the Borrower and (vi) any Consolidated Entity may effect its Restricted Subsidiaries on the closure of a division in such Consolidated Entitydate hereof and businesses reasonably related thereto. Section 7.4.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Significant Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Subsidiary or other Person may merge into or consolidate with the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into or consolidate with any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Wholly Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartySubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a Wholly Owned Subsidiary, (iv) any Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such timeLenders, (ivv) any Foreign Subsidiary may merge into or consolidate with any other Foreign Person if the surviving Person is or becomes by virtue of such transaction a Wholly Owned Subsidiary, and the Borrower determines in good faith that such merger or consolidation is in the best interests of the Borrower and would not materially adversely affect the Lenders, (vi) the Borrower or any Subsidiary may merge into or consolidate with any other Person; provided that the Borrower or such Subsidiary is a Wholly-Owned the surviving corporation and (vii) any Subsidiary may merge with any other Person in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate entity is not a Permitted Acquisition permitted by Section 6.04(e) so long Subsidiary; provided that such transaction does not constitute the disposition of all or substantially all assets of the Borrower and its subsidiaries taken as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entitywhole.

Fundamental Changes. (a) No Consolidated Entity will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary (other than a 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, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) Xxxxxxx River Australia, Xxxxxxx River Mexico and Xxxxxxx River Proteomics may be sold, liquidated or dissolved and may take any action described in clauses (h) or (i) of Article VII so long as the Parent Borrower receives its ratable portion of the net proceeds available to the equity holders in connection with such liquidation or dissolution, (vi) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vivii) any Consolidated Entity may effect the closure of a division in such Consolidated Entity.

Fundamental Changes. (a) No Consolidated Entity The Company will not, and will -------------------- not permit any Material Subsidiary to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (A) no Default shall have occurred and be continuing continuing, (B) prior notice of any of the foregoing matters shall have been given to the Administrative Agent and (C) prior to the occurrence of any of the foregoing matters, the Loan Parties shall have taken such action as the Administrative Agent may request under Section 5.10 hereof and Section 4.04 of the Security Agreement, (i) any Subsidiary Person may merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving corporation, (ii) any Subsidiary may merge with or into any Wholly-Owned Subsidiary other Person in a transaction in which the surviving entity or amalgamated entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartySubsidiary, (iii) any Material Subsidiary (other than (x) the Delaware Borrower unless (A) to any Loan Party located in the United States or (B) such Borrower first repays all its Obligations hereunder and agrees in writing not to effect any additional Borrowings hereunder or (y) the Canadian Borrower unless such Borrower first repays all its Obligations hereunder and agrees in writing not to effect any additional Borrowings hereunder) may sell, transfer, lease or otherwise dispose of all or substantially all its assets to any other Person, (iv) any Material Subsidiary (other than the Delaware Borrower or the Canadian Borrower unless such entity first repays all its Obligations hereunder and agrees in writing not to effect any additional Borrowings hereunder) may liquidate or dissolve if the Parent Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, Company and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) the foregoing shall not restrict any Wholly-Owned Subsidiary may merge into any Person Securitization referred to in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity6.02(e).

Fundamental Changes. (a) No Consolidated Entity The Borrower and the UK Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all/any substantial part of its assets, 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, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Domestic Subsidiary Loan Party in a transaction in which the surviving entity is a Wholly-Owned Domestic Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Domestic Subsidiary that is not a Subsidiary Loan Party may merge into, or sell, transfer, lease or otherwise dispose of its assets to, any other Domestic Subsidiary that is not a Subsidiary Loan Party, (iv) any Foreign Subsidiary may merge into, or sell, transfer, lease or otherwise dispose of its assets to, any Foreign Subsidiary Loan Party; (v) any Foreign Subsidiary that is not a Subsidiary Loan Party may merge into, or sell, transfer, lease or otherwise dispose of its assets to, any other Foreign Subsidiary that is not a Subsidiary Loan Party; (vi) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to any Subsidiary Loan Party; (vii) any Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could (viii) the stock or assets of a Subsidiary may be sold to the extent such sale does not reasonably be expected to have a Material Adverse Effect, violate Section 6.09; provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise merger involving a Person that is not a wholly owned or conducted by, the Parent Borrower or a Guarantor after giving effect Subsidiary immediately prior to such liquidation or dissolution; provided further that no Subsidiary Borrower may merger shall not be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity6.04.

Fundamental Changes. (a) No Consolidated Entity will Each Borrower shall not, and shall not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the Equity Interests of any Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, or purchase or otherwise acquire all or substantially all of the assets or any Equity Interests of any class of, or any partnership or joint venture interest in, any other Person, or permit any Subsidiary to issue any Equity Interests, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent a Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartySubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to, or issue Equity Interests to, a Borrower or to a Wholly-Owned Subsidiary, (iv) any Subsidiary may liquidate or dissolve if the Parent Borrower Borrowing Agent determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, Borrowers and is not materially disadvantageous to the Lenders Lender, (v) any Borrower or any Subsidiary may make any Investment permitted by Section 6.4, and could not reasonably be expected to have a Material Adverse Effect, (vi) any Borrower or any Subsidiary may make any Disposition permitted by Section 6.3; provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or merger involving a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary Person that is not a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order immediately prior to consummate a Permitted Acquisition such merger shall not be permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity6.4.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Regulated Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of the stock of any of its Regulated Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartySubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets in the ordinary course of business or to the Borrower or to another Subsidiary and (iv) any Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, Lender; provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise merger involving a Person that is not a wholly owned or conducted by, the Parent Borrower or a Guarantor after giving effect Subsidiary immediately prior to such liquidation or dissolution; provided further that no Subsidiary Borrower may merger shall not be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted unless also permitted by Section 6.04(e6.04; and provided further, Eversant Corporation, Catamount Resources Corporation or Catamount Energy Corporation may sell any or all of their capital stock to an investor, if the Borrower determines in good faith that such is in the best interests of the Borrower and is not materially disadvantageous to the Lender. (b) so long as after giving effect thereto The Borrower will not, and will not permit any of its Regulated Subsidiaries to, engage to any material extent in any business other than businesses of the Person surviving such merger is a Subsidiary type conducted by the Borrower and (vi) any Consolidated Entity may effect its Regulated Subsidiaries on the closure date of a division in such Consolidated Entityexecution of this Agreement and businesses reasonably related thereto. SECTION 6.04.

Fundamental Changes. (a) No Consolidated Entity The Company will not, and will not permit any of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or any capital stock or Indebtedness of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, (i) the Company and its Subsidiaries may sell inventory and surplus or obsolete equipment in the ordinary course of business, (ii) if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, the Company and its Subsidiaries may sell or dispose of assets or property (A) not having a value in the aggregate from the date hereof 95 88 through the Maturity Date in excess of 5% of Consolidated Tangible Assets at the time of the most recent such sale or disposition or (B) in connection with any transaction permitted under Section 6.07, (iii) the sale or discount for fair value without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof and (iv) if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (iw) any Subsidiary may merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving corporation, (iix) any Subsidiary may merge into any Wholly-Wholly Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Wholly Owned Subsidiary andor any non Wholly Owned Subsidiary may merge into any non Wholly Owned Subsidiary of which the Company owns, if any party to such merger is a Loan Partydirectly or indirectly, is or becomes a Loan Partyat least the same percentage of the equity, (iiiy) any Wholly Owned Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company or to another Wholly Owned Subsidiary and (z) any Subsidiary may liquidate or dissolve if the Parent Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, is Company and would not materially disadvantageous to the Lenders and could not reasonably be expected to have result in a Material Adverse Effect, ; provided that if 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 Guarantor, any assets or business not otherwise disposed Borrower and assumes all Obligations of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated EntitySubsidiary.

Fundamental Changes. No Group Member shall (a) No Consolidated Entity will merge into merge, consolidate, dissolve or consolidate amalgamate with any other Person, (b) acquire all or permit substantially all of the Stock or Stock Equivalents of any Person or (c) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting any line of business, division, branch, operating division or other Person to merge into or consolidate with itunit operation of any Person, or liquidate or dissolve, in each case except that, if at for the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing following: (i) to consummate any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationPermitted Acquisition, (ii) to consummate any Subsidiary may merge into Investment permitted under Section 8.3(k), (iii) any Sale permitted hereunder, (iv) the dissolution of the Inactive Subsidiaries, (v) the dissolution of Subsidiaries of the Borrower that are Wholly-Owned Subsidiaries so long as (x) the assets of such Wholly-Owned Subsidiary in a transaction in are distributed or transferred solely to its direct parent company which is the surviving entity is Borrower or a Wholly-Owned Subsidiary and, if any party to such merger of the Borrower and (y) in the case of a dissolution of a Wholly-Owned Subsidiary that is a Loan Party, is or becomes such direct parent company also shall be a Loan Party, (iiivi) the dissolution of Subsidiaries of the Borrower that are not Loan Parties so long as the assets of such Subsidiary are distributed or transferred solely to its equity holders ratably according to their ownership interests in such Subsidiary, (vii) the merger, consolidation or amalgamation of any Subsidiary 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 with or into the Borrower or any other Subsidiary of the Borrower and (viii) the merger, consolidation or amalgamation of any Group Member (other than the Borrower) for the sole purpose, is not materially disadvantageous to and with the Lenders and could not reasonably be expected to have a Material Adverse Effectsole material effect, provided of changing its State of organization within the United States; provided, however, that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, (A) in the case of any such businessmerger, discontinuedconsolidation or amalgamation involving the Borrower, the Borrower shall be transferred tothe surviving Person and (B) in the case of any merger, consolidation or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into amalgamation involving any other Foreign Subsidiary that is Loan Party, a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is Loan Party shall be the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order corporation and all actions required to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto maintain the Person surviving perfection of the Lien of the Administrative Agent on the Stock or property of such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated EntityLoan Party shall have been made.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all the assets of the Borrower and the Subsidiaries on a consolidated basis (whether now owned or hereafter acquired), or, in the case of the Borrower or any Material Subsidiary, liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned other Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary; provided, however, that no Designated Subsidiary and, if any party to such merger is may merge into a Loan Party, is or becomes a Loan PartyForeign Subsidiary, (iii) any Permitted Asset Disposition made in accordance with Section 6.06 and involving the sale of a Subsidiary may be effected by a merger of such Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary; provided, however, that no Designated Subsidiary may sell, transfer, lease or otherwise dispose of its assets to any Foreign Subsidiary, and (v) any Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, Lenders; provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise merger involving a Person that is not a wholly owned or conducted by, the Parent Borrower or a Guarantor after giving effect Subsidiary immediately prior to such liquidation or dissolution; provided further that no Subsidiary Borrower may merger shall not be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity6.05.

Fundamental Changes. (a) No Consolidated Entity Except as otherwise expressly permitted by Section 7.6(c), the Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with 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) 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, 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 into with a Person if the Parent Borrower in (or such Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary andanother Subsidiary; provided, that if any party to such merger is a Loan PartyWholly Owned Subsidiary, is or becomes a Loan Partythe Wholly Owned Subsidiary shall be the surviving Person, (iii) any Subsidiary may merge into the Borrower if Borrower is the surviving Person, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Wholly Owned Subsidiary, (v) any Subsidiary that is no longer operational as a result of a sale or disposition permitted by Section 7.6(c) shall be permitted to liquidate or dissolve and (vi) any Subsidiary (other than a Wholly Owned Subsidiary) 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse EffectLenders; provided, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or merger involving a Guarantor after giving effect Person that is not a Wholly Owned Subsidiary immediately prior to such liquidation or dissolution; provided further that no Subsidiary Borrower may merger shall not be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted unless also permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity7.4.

Fundamental Changes. (a) No Consolidated Entity will merge into or Merge, dissolve, liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto so long as no Default shall have occurred and be continuing exists or would result therefrom, (i) any Subsidiary Person may merge into with or into, consolidate with or amalgamate with the Parent Borrower in a transaction in which the Parent Borrower is shall be the continuing or surviving corporationPerson, (ii) any Subsidiary Person (other than Parent Guarantor) may merge into with or into, consolidate with or amalgamate with any Wholly-Owned Subsidiary (other than the Borrower) in a transaction in which the continuing or surviving entity is Person shall be a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Partyof the Borrower, (iii) any Subsidiary of the Borrower may merge with or into, consolidate with or amalgamate with any Person in order to consummate an Investment permitted by Section 7.02 or a Disposition permitted by Section 7.05; (iv) any Subsidiary of the Borrower may merge into, the Parent Guarantor, the Borrower or any other Subsidiary of the Borrower; and (v) any Subsidiary of the Borrower 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, Borrower and is not materially disadvantageous to the Lenders Lenders. For the avoidance of doubt, in connection with an internal restructuring, (x) DOC OP may merge, consolidate or amalgamate with or into, or distribute or transfer all or substantially all its assets to, DOC or the Borrower and could not reasonably be expected to have a Material Adverse Effect(y) DOC may merge, provided that if such Subsidiary is a Guarantorconsolidate or amalgamate with or into, any or distribute or transfer all or substantially all its assets or business not otherwise disposed of or transferred in accordance with Section 6.06to, orthe Borrower, it being understood and agreed that, in the case of event the successor or transferee entity in any such businesstransaction expressly assumes the obligations of DOC OP under any DOC Debt, discontinued, such assumption shall be transferred to, or otherwise owned or conducted bypermitted notwithstanding anything to the contrary in this Article VII and shall not constitute a new incurrence of Indebtedness for purposes Section 7.03; provided that, the Parent Borrower or a Guarantor after giving effect to Loan Parties shall provide such liquidation or dissolution; provided further that no Subsidiary Borrower customary “know your customer” documentation as the Lenders may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to reasonably require in connection with such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity.transfer. 75

Fundamental Changes. (a) No The Borrower will not, and will not permit any Consolidated Entity will Subsidiary to, merge into or consolidate with 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 Consolidated Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, 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 Consolidated Subsidiary may merge into with a Person if the Parent Borrower in (or such Consolidated Subsidiary if the Borrower is not a transaction in which the Parent Borrower party to such merger) is the surviving corporationPerson, (ii) any Consolidated Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Partyanother Consolidated Subsidiary, (iii) any Consolidated Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Consolidated Subsidiary, (iv) any Consolidated Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably (v) any Consolidated Subsidiary may be expected to have a Material Adverse Effectsold so long as such sale is permitted under Section 7.6; provided, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or merger involving a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary Person that is not a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4; provided, further, that is a Wholly-Owned Subsidiary is the surviving corporationat any time, (vx) any Wholly-Owned Subsidiary one or more Permitted Securitization Subsidiaries may merge into or consolidate with any Person in order to consummate a one or more Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary Securitization Subsidiaries and (viy) any Consolidated Entity Permitted Securitization Subsidiary may effect the closure of a division in such Consolidated Entitybe liquidated or dissolved.

Fundamental Changes. (a) No Consolidated Entity will merge The Borrowers shall not, nor shall the Lead Borrower permit any of the other Credit Parties or any Material Foreign Subsidiary to, liquidate, merge, amalgamate or consolidate into or consolidate with any other Person or enter into or undertake any plan or agreement of liquidation, merger, amalgamation, or consolidation with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing provided that (i) any Subsidiary a Borrower may merge into the Parent Borrower or amalgamate with another company in connection with a transaction in which the Parent Permitted Acquisition if such Borrower is the surviving corporationcompany, (ii) any wholly-owned Subsidiary may merge merge, amalgamate, or consolidate into or with a Borrower or any Whollyother wholly-Owned owned Subsidiary of a Borrower if no Default or Event of Default has occurred and is continuing or would result from such merger or amalgamation and if a Borrower is the surviving company in any merger, amalgamation, or consolidation to which it is a transaction party, (iii) a Subsidiary may merge, amalgamate or consolidate into or with another entity in which connection with a Permitted Acquisition if, upon consummation of such merger, amalgamation, or consolidation, the surviving entity shall be a direct or indirect wholly-owned Subsidiary and, if the surviving entity is a Wholly-Owned Material Domestic Subsidiary or a Material Foreign Subsidiary that is a Canadian Subsidiary or a UK Subsidiary (other than an Excluded UK Subsidiary), such Material Domestic Subsidiary or Material Foreign Subsidiary, as applicable, becomes a party to the Security Documents, (iv) any Domestic Subsidiary may merge or consolidate into or with any other Domestic Subsidiary, and, if the surviving entity is a Material Domestic Subsidiary, such Material Domestic Subsidiary becomes a party to the Security Documents, (v) any Foreign Subsidiary may merge into or amalgamate with any other Foreign Subsidiary and, if any the surviving entity is a Material Foreign Subsidiary that is a Canadian Subsidiary or a UK Subsidiary (other than an Excluded UK Subsidiary), such Material Foreign Subsidiary becomes a party to the applicable Loan Documents; provided that if a Credit Party is part of such merger is or amalgamation, either such Credit Party shall be the survivor of such merger or amalgamation or the Borrowers shall cause the survivor to become a Loan Party, is or becomes a Loan Party, Credit Party hereunder (iiiunless such action would cause any such Material Foreign Subsidiary to be treated as holding United States property under Code Section 956 and U.S. Treasury Regulations Section 1.956-2(c)) and (vi) any Subsidiary (other than a Borrower) may liquidate or dissolve if the Parent Lead Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, is Borrowers and would not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity.

Fundamental Changes. (a) No Consolidated Entity The Parent Borrower will not and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary (other than the Canadian Subsidiary Borrower) may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary (other than the Canadian Subsidiary Borrower) may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger that is a Loan Party, ; provided that if any Subsidiary that is or becomes party to such transaction is (A) a Loan Party, the surviving entity must be a Loan Party or (B) a Domestic Subsidiary Borrower, the surviving entity must be a Domestic Subsidiary Borrower, (iii) any Subsidiary that is not a Loan Party may merge into any Subsidiary that is not a Loan Party, (iv) any Subsidiary (other than any Domestic Subsidiary Borrower or the Canadian Subsidiary Borrower) 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, Lenders; provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, merger involving a Person that is not a Wholly Owned Subsidiary immediately prior to such merger shall not be transferred to, or otherwise owned or conducted by, permitted unless also permitted by Section 6.05 and (v) the Parent Borrower may merge with an Affiliate incorporated under the laws of the State of Delaware solely for the purpose of incorporating or a Guarantor after giving effect to such liquidation or dissolutionorganizing the Parent Borrower under the laws of the State of Delaware; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) does not adversely affect the Lenders in any Consolidated Entity may effect the closure of a division in such Consolidated Entitymaterial respect.

Fundamental Changes. (a) No Consolidated Entity Such Borrower will not, nor will it permit any of its Restricted Subsidiaries to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing : (ia) any Subsidiary may merge into with the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporationPerson (or in the case of a transitory merger where the surviving Person assumes the Obligations in a manner reasonably acceptable to the Administrative Agent), (iib) any Restricted Subsidiary may merge into with any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, and (x) if any party to such merger is a Domestic Subsidiary Loan Party, the surviving entity is a Domestic Subsidiary Loan Party (or becomes the surviving Person assumes the Obligations of such non-surviving Domestic Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such CREDIT AGREEMENT, Page 89 transaction shall constitute an Investment permitted by Section 6.04) and (y) if no party to such merger is a Domestic Subsidiary Loan Party but any party to such merger is a Foreign Subsidiary Loan Party, the surviving entity is a Foreign Subsidiary Loan Party (iiior the surviving Person assumes the Obligations of such non-surviving Foreign Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04), (c) any Person may merge into the Parent Borrower in an Investment permitted by Section 6.04 in which the Parent Borrower is the surviving Person, (d) any Person may merge with a Restricted Subsidiary in an Investment permitted by Section 6.04 in which the surviving entity is a Subsidiary and (x) if any party to such merger is a Domestic Subsidiary Loan Party, the surviving entity is a Domestic Subsidiary Loan Party (or the surviving Person assumes the Obligations of such non-surviving Domestic Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04) and (y) if no party to such merger is a Domestic Subsidiary Loan Party but any party to such merger is a Foreign Subsidiary Loan Party, the surviving entity is a Foreign Subsidiary Loan Party (or the surviving Person assumes the Obligations of such non-surviving Foreign Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04); (e) any Subsidiary (other than a Borrower) 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have Lenders; (f) in connection with the Disposition of a Material Adverse EffectSubsidiary (other than a Borrower) or its assets permitted by Section 6.05, provided that if such Subsidiary is a Guarantor, may merge with or into any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolutionother Person; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, and (ivg) any Foreign Subsidiary may merge into or amalgamate with the Canadian Borrower or any other Foreign Subsidiary that is a Wholly-Owned Canadian Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned the Canadian Borrower or such Canadian Subsidiary is the surviving corporation, Person (v) any Wholly-Owned Subsidiary may merge into any Person or in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure case of a division transitory merger where the surviving Person assumes the Obligations of the Canadian Borrower or such other Canadian Subsidiary in such Consolidated Entitya manner reasonably acceptable to the Administrative Agent). The Parent Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related, complementary or ancillary thereto.

Fundamental Changes. (a) No Consolidated Entity will merge or amalgamate into or consolidate with any other Person, or liquidate or dissolve, or permit any other Person to merge or amalgamate into or consolidate with it, or liquidate or dissolve, except that, (i) any Restricted Subsidiary may merge, amalgamate or consolidate into or with any Credit Party or any Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and (if any party to such merger is a Guarantor) is a Guarantor, (ii) any Subsidiary may merge, amalgamate or consolidate into or with the Borrower in a transaction in which the Borrower is the surviving entity, (iii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) and the Borrower shall be in compliance with Section 8.2.11 [Minimum Liquidity] immediately after giving effect thereto), any Excluded Subsidiary may merge merge, amalgamate or consolidate into the Parent Borrower in or with a transaction in which the Parent Borrower is the surviving corporation, (ii) any Restricted Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Restricted Subsidiary and, and (if any party to such merger is a Loan PartyGuarantor) is a Guarantor, (iv) any Excluded Subsidiary (other than a Subsidiary that is or becomes a Loan Party, an Excluded Subsidiary pursuant to clauses (iii) and (iv) of the definition of “Excluded Subsidiary”) may merge, amalgamate or consolidate into or with any Excluded Subsidiary (other than a Subsidiary that is an Excluded Subsidiary pursuant to clauses (iii) and (iv) of the definition of “Excluded Subsidiary”), (v) any Subsidiary (except a Guarantor) may liquidate or dissolve if the Parent Borrower reasonably determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, Borrower and is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse EffectLenders, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in (vi) the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated merge or dissolved if any Borrowing consolidate into or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary with Holdings in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary the Borrower or Holdings is the surviving corporationentity, and if Holdings is the surviving entity, Holdings must expressly assume the obligations of the Borrower hereunder, and (vvii) any Wholly-Owned Subsidiary of Holdings, the Borrowers or their respective subsidiaries may merge enter into a merger, consolidation or amalgamation to give effect to any Person transaction permitted pursuant to Section 8.2.4 [Investments] or Section 8.2.5 [Asset Sales] hereof. The Credit Parties shall not, and shall not permit any of their Restricted Subsidiaries to, engage in order to consummate any business other than Permitted Businesses, and at all times the Credit Parties and their Restricted Subsidiaries, determined as a whole, shall be principally engaged in Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated EntityBusinesses.

Fundamental Changes. (a) No Consolidated Entity will merge The Borrowers shall not, nor shall the Lead Borrower permit any of the other Credit Parties or any Material Foreign Subsidiary to, liquidate, merge, amalgamate or consolidate into or consolidate with any other Person or enter into or undertake any 151 plan or agreement of liquidation, merger, amalgamation, or consolidation with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing provided that (i) any Subsidiary a Borrower may merge into the Parent Borrower or amalgamate with another company in connection with a transaction in which the Parent Permitted Acquisition if such Borrower is the surviving corporationcompany, (ii) any wholly-owned Subsidiary may merge merge, amalgamate, or consolidate into or with a Borrower or any Whollyother wholly-Owned owned Subsidiary of a Borrower if no Default or Event of Default has occurred and is continuing or would result from such merger or amalgamation and if a Borrower is the surviving company in any merger, amalgamation, or consolidation to which it is a transaction party, (iii) a Subsidiary may merge, amalgamate or consolidate into or with another entity in which connection with a Permitted Acquisition if, upon consummation of such merger, amalgamation, or consolidation, the surviving entity shall be a direct or indirect wholly-owned Subsidiary and, if the surviving entity is a Wholly-Owned Material Domestic Subsidiary or a Material Foreign Subsidiary that is a Canadian Subsidiary or a UK Subsidiary (other than an Excluded UK Subsidiary), such Material Domestic Subsidiary or Material Foreign Subsidiary, as applicable, becomes a party to the Security Documents, (iv) any Domestic Subsidiary may merge or consolidate into or with any other Domestic Subsidiary, and, if the surviving entity is a Material Domestic Subsidiary, such Material Domestic Subsidiary becomes a party to the Security Documents, (v) any Foreign Subsidiary may merge into or amalgamate with any other Foreign Subsidiary and, if any the surviving entity is a Material Foreign Subsidiary that is a Canadian Subsidiary or a UK Subsidiary (other than an Excluded UK Subsidiary), such Material Foreign Subsidiary becomes a party to the applicable Loan Documents; provided that if a Credit Party is part of such merger is or amalgamation, either such Credit Party shall be the survivor of such merger or amalgamation or the Borrowers shall cause the survivor to become a Loan Party, is or becomes a Loan Party, Credit Party hereunder (iiiunless such action would cause any such Material Foreign Subsidiary to be treated as holding United States property under Code Section 956 and U.S. Treasury Regulations Section 1.956-2(c)) and (vi) any Subsidiary (other than a Borrower) may liquidate or dissolve if the Parent Lead Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower, is Borrowers and would not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity.

Fundamental Changes. (a) No Consolidated Entity The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, 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, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and no Default shall result therefrom (i) any Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary Person may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan PartySubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or any substantial part of its assets to the Borrower or to another Subsidiary or to a joint venture pursuant to an investment permitted by Section 6.04, (iv) any Subsidiary 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, Borrower and is not materially disadvantageous to the Lenders and could not reasonably Lenders, (v) restaurants comprising such assets may be expected sold (directly or indirectly) for cash consideration (A) pursuant to have any transaction constituting a Material Adverse Effect, Prepayment Event provided that if a prepayment would then or thereafter be required under Section 2.11(b) as a result of such Subsidiary is a Guarantor, any assets transaction or business not otherwise disposed of or transferred in accordance with Section 6.06, or, (B) in the case of a sale by a Foreign Subsidiary, pursuant to any transaction that would constitute a Prepayment Event if such businessForeign Subsidiary were a Domestic Subsidiary (disregarding the proviso to the definition of "Prepayment Event" for this purpose), discontinued, shall (vi) restaurants comprising such assets may be transferred to, sold (directly or otherwise owned or conducted by, indirectly) by the Parent Borrower or any Domestic Subsidiary provided that any transaction (or series of related transactions) consummated in reliance upon this clause (vi) involve the sale (directly or indirectly) of assets with a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such timefair market value not exceeding $250,000,000, (ivvii) any Foreign a Subsidiary may merge into transfer all or any other Foreign Subsidiary that is a Wholly-Owned Subsidiary substantial part of its assets pursuant to investments in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition joint ventures permitted by Section 6.04(e6.04 and (viii) so long as after giving Subsidiaries may engage in any of the foregoing transactions to effect thereto the Person surviving reformation or restructuring of the form of ownership thereof in a manner that is not prohibited by any other Section of this Agreement; provided that any such merger involving a Person that is not a wholly owned Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in immediately prior to such Consolidated Entitymerger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) No Consolidated Entity a)The Borrower will not, and will not permit any Material Subsidiary to, merge into or consolidate with 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 Material Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, 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 (ia) any Material Subsidiary may merge into or consolidate with the Parent Borrower, provided that the Borrower in a transaction in which shall be the Parent Borrower is the continuing or surviving corporation, (iib) any Material Subsidiary may merge into or consolidate with any Wholly-Owned one or more Subsidiaries; provided, that if any transaction shall be between a Subsidiary in a transaction in which the surviving entity is not a Wholly-Owned Subsidiary andand a Wholly-Owned Subsidiary, if any party to such merger is a Loan Party, is the Wholly-Owned Subsidiary shall be the continuing or becomes a Loan Party, surviving corporation; (iiic) and any Subsidiary may liquidate sell or dissolve if the Parent Borrower determines in good faith that such transfer all or substantially all of its assets (upon voluntary liquidation or dissolution otherwise), to the Borrower or another Wholly-Owned Subsidiary; (d) any Material Subsidiary which is in a financial institution (excluding any Insurance Subsidiary) may consolidate with or be a party to a merger with another Person, and may dispose of all or substantially all of its assets, and the best interests Borrower or another Subsidiary may sell, transfer or otherwise dispose of the Parent BorrowerCapital Stock of any such Material Subsidiary, in each case, pursuant to a divestiture of such Material Subsidiary which is not materially disadvantageous to specifically mandated by a regulatory authority having jurisdiction over the Lenders Borrower and its Subsidiaries, provided that (i) at the time of such divestiture and immediately after giving effect thereto, no Default or Event of Default shall exist and (ii) such divestiture could not reasonably be expected to have a Material Adverse Effect, provided that if such Subsidiary is a Guarantor, any assets or business not otherwise disposed of or transferred in accordance with Section 6.06, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, the Parent Borrower or a Guarantor after giving effect to such liquidation or dissolution; provided further that no Subsidiary Borrower may be liquidated or dissolved if any Borrowing or Revolving Credit Exposure attributable to such entity is outstanding at such time, (iv) any Foreign Subsidiary may merge into any other Foreign Subsidiary that is a Wholly-Owned Subsidiary in a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity.