Common use of Limitation on Fundamental Changes Clause in Contracts

Limitation on Fundamental Changes. (a) The Borrower will not consolidate with or merge with or into, or convey, lease or otherwise transfer all or substantially all its assets to, any Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or Subsection 8.1(b)(xvii), (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (other than any Subsidiary Guaranty that will be discharged or terminated in connection with such transaction); and

Limitation on Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with or merge with or intoany other Person, or conveypermit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise transfer dispose of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all its the assets to, any Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Subsidiaries on a consolidated basis (whether now owned or hereafter acquired), or, in the case of any Loan Documents to which it is a party by executing Party, liquidate or dissolve, except that, if at the time thereof and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), thereto no Default will shall have occurred and be continuingcontinuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; (iii) immediately provided, however, that after giving effect to such transaction, the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any permitted asset disposition 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 (A) the Borrower (orno Guarantor may sell, if applicabletransfer, the Successor Borrower with respect thereto) could Incur at least $1.00 lease or otherwise dispose of additional Indebtedness pursuant its assets to Subsection 8.1(a) or Subsection 8.1(b)(xvii)a Non-Guarantor, and (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to after giving effect to such transaction; (iv) each , the surviving Subsidiary must be a Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with if either of such transaction Subsidiaries was previously a Guarantor, and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (other than any Subsidiary Guaranty that will be discharged or terminated in connection with such transactionv); and

Limitation on Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to (i) merge, amalgamate or consolidate with or merge with or intointo any other Person, or convey(ii) divide, lease (iii) sell, lease, transfer or otherwise transfer dispose of (in a single transaction or a series of transactions) all or substantially all of its assets to, any Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District Capital Stock of Columbia any of its Subsidiaries, or (iv) liquidate, wind-up, dissolve or take such other similar action; provided that if, at the time thereof and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction)thereto, no Event of Default will shall have occurred and be continuing; , (iii) immediately after giving effect to such transaction, either (A1) the Borrower (ormay merge, amalgamate or consolidate with any Person if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or Subsection 8.1(b)(xvii)is the surviving Person, (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x2) any Subsidiary Guarantor may merge, amalgamate or consolidate with any Person if such Subsidiary Guarantor is the surviving Person (any mergers, amalgamations or consolidations with the Borrower are subject to the foregoing clause (1) and any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Subsidiary Guarantor may merge, amalgamate or consolidate into another Subsidiary Guarantor), (3) any Non-Loan Party may merge, amalgamate or consolidate into another Non-Loan Party, (4) any Subsidiary may divide, sell, transfer, lease or otherwise dispose of all or substantially all of its assets to a Loan Party, (5) any Non-Loan Party may divide, sell, transfer, lease or otherwise dispose of all or substantially all of its assets to another Non-Loan Party, (6) any Subsidiary may liquidate, wind up, dissolve or take such other similar action if the Borrower determines in good faith that will be released from its obligations under its Subsidiary Guaranty such action is in connection with such transaction the best interests of the Borrower and (y7) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (other than Borrower and any Subsidiary Guaranty that will be discharged or terminated in connection with such transaction)may consummate a Permitted Acquisition. Limitation on Asset Dispositions; andProceeds from Asset Dispositions and Recovery Events .

Limitation on Fundamental Changes. (a) The Borrower will shall not, and shall not consolidate with permit any of its Subsidiaries to, enter into any merger, consolidation or merge with amalgamation, or intoliquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or create or acquire any Subsidiary (unless the documents required by Section 5.11 are executed and delivered, and provided that any such acquisition shall be subject to Section 6.7), enter into any Program Services Agreement (except for those agreements set forth on Schedule 3.8) or convey, lease sell, lease, assign, transfer or otherwise transfer dispose of all or substantially all of the property, business or assets of the Borrower and its assets toSubsidiaries on a consolidated basis, any Personexcept that, unless: (i) the resultingBorrower may consummate Acquisitions permitted by Section 6.7, surviving or transferee Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (so long as no Default has occurred and treating is continuing or would result therefrom, any Indebtedness that becomes an obligation of Subsidiary may merge with the Successor Borrower or any Restricted Subsidiary as another Guarantor (provided that (x) if such merger is with the Borrower or a result of such transaction as having been Incurred by Guarantor, the Successor Borrower or such Restricted Subsidiary Guarantor is the survivor thereof and (y) the Agent receives at least twenty Business Days’ prior written notice of any such merger and the time of Borrower or such transaction), no Default will have occurred Subsidiaries execute and be continuing; deliver to the Agent such documents as the Agent shall reasonably request in connection therewith) and (iii) immediately after giving effect so long as no Default has occurred and is continuing or would result therefrom and the Borrower receives a Covenant Compliance Certificate to such transactioneffect prepared on a pro forma basis, either the Borrower and its Subsidiaries may enter into Program Services Agreements (Aprovided that (x) the Borrower (or, if applicable, the Successor Borrower complies with Section 5.18(d) with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or Subsection 8.1(b)(xvii), (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction thereto and (y) any party to any such consolidation Acquisition contemplated in connection therewith would be permitted by Section 6.7(a)(i)). Notwithstanding the foregoing, the License Subsidiaries shall not merge, consolidate, amalgamate or merger) shall have delivered a joinder liquidate, wind up or other document dissolve or instrument in form reasonably satisfactory convey, sell, lease, assign (except pursuant to the Administrative AgentLoan Documents), confirming its Subsidiary Guaranty (other than any Subsidiary Guaranty that will be discharged transfer or terminated in connection with such transaction); andotherwise dispose of, all or substantially all of their respective property or assets.

Limitation on Fundamental Changes. Except as otherwise permitted under SECTION 9.11 or SECTION 9.12, the Borrower will not, and will not permit any of its Subsidiaries (other than Excluded Subsidiaries, excluding DHHS) to, become a party to a merger, consolidation, partnership, joint venture, or other combination, or wind-up, dissolve or liquidate itself, or sell, lease or dispose of all or a substantial portion of its business or assets; PROVIDED, HOWEVER, that any Wholly-Owned Subsidiary may merge into, consolidate with or transfer its business or assets to Borrower or any other Wholly-Owned Subsidiary if (a) The Borrower will not consolidate with in such a merger, consolidation or merge with or intotransfer, or convey, lease or otherwise transfer all or substantially all its assets to, any Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement or such other Wholly-Owned Subsidiary (other than an Excluded Subsidiary) survives and in the Loan Documents to which it case of such a Subsidiary, remains a Wholly- Owned Subsidiary of Borrower, and (b) no Default or Event of Default occurs and is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately continuing after giving effect to such transaction (merger, consolidation or transfer; PROVIDED, FURTHER, that the Borrower and treating any Indebtedness its Subsidiaries shall be permitted to form partnerships and joint ventures which, after formation, are Subsidiaries and are otherwise permitted by this Agreement, and the requirements of SECTION 9.9(D) are satisfied with regard thereto; and PROVIDED, FURTHER, HOWEVER, that becomes an obligation Subsidiaries substantially all of the Successor assets of which have been disposed of in accordance with this Agreement may wind up, dissolve and liquidate. The Borrower will not, nor will it permit any of its Subsidiaries to, form any Subsidiary that would be a second-tier Subsidiary of the Borrower that would not be an Excluded Subsidiary unless the Borrower's Subsidiaries shall not be prohibited by the terms and conditions of any contract or agreement to which the Borrower or any Restricted Subsidiary as of its Subsidiaries is a result party, including without limitation the Indenture, to pledge the Capital Stock of such transaction as having been Incurred by second-tier Subsidiary to the Successor Borrower or such Restricted Subsidiary at Agent for the time of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or Subsection 8.1(b)(xvii), (B) the Consolidated Coverage Ratio benefit of the Borrower (or, if applicable, Lenders in accordance with the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio provision of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (other than any Subsidiary Guaranty that will be discharged or terminated in connection with such transaction); andSECTION 5.3.

Limitation on Fundamental Changes. Except as expressly permitted by Section 10.4 (aother than Section 10.4(f) The and other than in the case of a sale of all or substantially all of the business units, assets or other properties of the Borrower and the Restricted Subsidiaries, taken as a whole), or Section 10.5 (other than Sections 10.5(i) and (u)), the Borrower will not consolidate with and will not permit any of the Restricted Subsidiaries to, consummate any merger, consolidation or merge with or intoamalgamation, or conveyliquidate, lease wind up or otherwise transfer dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all its business units, assets toor other properties, except that: (a) any PersonSubsidiary of the Borrower or any other Person may be merged, unless: amalgamated or consolidated with or into the Borrower; provided that (i) the resultingBorrower shall be the continuing or surviving Person or, in the case of a merger, amalgamation or consolidation where the Borrower is not the continuing or surviving Person, the Person formed by or transferee Person surviving any such merger, amalgamation or consolidation (if other than the “Successor Borrower”) will shall be a Person an entity organized and or existing under the laws of the United States of AmericaStates, any State thereof or state thereof, the District of Columbia and or any territory thereof (the Borrower or such 158 Person, as the case may be, being herein referred to as the “Successor Borrower”), (ii) the Successor Borrower (if not other than the Borrower) will shall expressly assume all the obligations of the Borrower under this Agreement and the Loan other Credit Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) a supplement hereto or Subsection 8.1(b)(xvii), (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument thereto in form reasonably satisfactory to the Administrative Agent, confirming (iii) no Default or Event of Default has occurred and is continuing at the date of such merger, amalgamation or consolidation or would result from such consummation of such merger, amalgamation or consolidation and (iv) if such merger, amalgamation or consolidation involves the Borrower and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Restricted Subsidiary of the Borrower (A) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation or unless the Successor Borrower is the Borrower, shall have confirmed by a supplement to the Guarantee that its Guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (B) each Subsidiary Guaranty grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Credit Documents confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement and shall have executed a joinder to the Intercompany Note, (C) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation or unless the Successor Borrower is the Borrower, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (D) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation and any supplements to the Credit Documents preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the Security Documents, (E) if reasonably requested by the Administrative Agent, the Borrower shall be required to deliver to the Administrative Agent an opinion of counsel to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Credit Document and (F) such merger, amalgamation or consolidation shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5; provided further, that if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement; (b) any Subsidiary Guaranty of the Borrower or any other Person may be merged, amalgamated or consolidated with or into any one or more Restricted Subsidiaries of the Borrower or any Restricted Subsidiary may Dispose of all or substantially all of its assets or properties; provided that will (i) in the case of any merger, amalgamation, consolidation or Disposition involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be discharged the continuing or terminated surviving corporation or the transferee of such assets or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation, consolidation or Disposition (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in connection with the case of any merger, amalgamation, consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such transaction); andmerger, amalgamation, consolidation or Disposition (if other than a Guarantor) shall execute a supplement to the Guarantee, the Security Agreement, the Pledge Agreement and any applicable Mortgage, and a joinder to the Intercompany Note, each in form and substance reasonably satisfactory to the Collateral Agent in order for the surviving Person to become a Guarantor and pledgor, mortgagor and grantor of Collateral for the benefit of the Secured Parties and to acknowledge and agree to the terms of the Intercompany Note, (iii) no Default or Event of Default has occurred and is continuing on the date of such merger, amalgamation, consolidation or Disposition or would result from the consummation of such merger, amalgamation, consolidation or Disposition and (iv) if such merger, amalgamation, consolidation or Disposition involves a Restricted Subsidiary and a Person that, prior to the consummation of such merger, amalgamation, consolidation or Disposition, is not a Restricted Subsidiary of the Borrower, (A) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, consolidation or Disposition and such supplements to any Credit Document preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the Security Agreement

Limitation on Fundamental Changes. (a) The Borrower will not, and will not consolidate with permit any of its Restricted Subsidiaries to, enter into any merger, consolidation or merge with amalgamation, or intoliquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, lease sell, lease, assign, transfer or otherwise transfer dispose of, all or substantially all its business units, assets toor other properties, except that: (a) so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or consolidated with or into the Borrower; provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (such other Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Borrower”), (1) will the Successor Borrower shall be a Person an entity organized and or existing under the laws of the United States of AmericaStates, any State thereof or state thereof, the District of Columbia and or any territory thereof, (2) the Successor Borrower (if not the Borrower) will shall expressly assume all the obligations of the Borrower under this Agreement and the Loan other Credit Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) a supplement hereto or Subsection 8.1(b)(xvii), (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal thereto or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form otherwise reasonably satisfactory to the Administrative Agent, confirming (3) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have, by a supplement to the Guarantee, confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary Guaranty grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have, by a supplement to any applicable Security Document, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger, amalgamation, or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary Guaranty shall be the continuing or surviving Person or (B) the Borrower shall cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or consolidation involving one or more Subsidiary Guarantors, a Subsidiary Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation and if the surviving Person is not already a Subsidiary Guarantor, such Person shall execute a supplement to the Guarantee and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties, and (iii) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that will be discharged such merger, amalgamation or terminated in connection with consolidation and any such transaction); andsupplements to any Security Document -131- US-DOCS\118329784.0000000000.6

Limitation on Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with or merge with or intoany other Person, or conveypermit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise transfer dispose of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all its the assets to, any Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Subsidiaries on a consolidated basis (whether now owned or hereafter acquired), or, in the case of any Loan Documents to which it is a party by executing Party, liquidate or dissolve, except that, if at the time thereof and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), thereto no Default will shall have occurred and be continuingcontinuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; (iii) immediately provided, however, that after giving effect to such transaction, the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any permitted asset disposition 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 (A) the Borrower (orno Guarantor may sell, if applicabletransfer, the Successor Borrower with respect thereto) could Incur at least $1.00 lease or otherwise dispose of additional Indebtedness pursuant its assets to Subsection 8.1(a) or Subsection 8.1(b)(xvii)a Non-Guarantor, and (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to after giving effect to such transaction; , the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, (iv) each Subsidiary Guarantor (other than (xv) any Subsidiary Guarantor may liquidate or dissolve if the Borrower determines in good faith that will such liquidation or dissolution is in the interest of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be released from its obligations under its Subsidiary Guaranty in connection with such transaction permitted unless also permitted by Section 6.06 regarding Restrictions on Investments, and (yvi) any party the Borrower may consummate the Xxxxxxx Acquisition in accordance with the Xxxxxxx Acquisition Agreement (without giving effect to any such consolidation amendments to, waivers of or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory consents relating to the Administrative AgentXxxxxxx Acquisition Agreement that are materially adverse to the Lenders and not approved by the Lenders, confirming its Subsidiary Guaranty (other than it being understood that any Subsidiary Guaranty that will amendment to, waiver of or consent relating to the definition of “Material Adverse Effect” set forth in the Xxxxxxx Acquisition Agreement shall be discharged or terminated in connection with such transactiondeemed to be materially adverse to the Lenders); and.

Limitation on Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with or merge with or intoany other Person, or conveypermit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise transfer dispose of (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) assets (including capital stock of Subsidiaries) constituting all or substantially all its the assets to, any Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Subsidiaries on a consolidated basis (whether now owned or hereafter acquired), or, in the case of any Loan Documents to which it is a party by executing Party, liquidate or dissolve, except that, if at the time thereof and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), thereto no Default will shall have occurred and be continuingcontinuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; (iii) immediately provided, however, that after giving effect to such transaction, the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any permitted asset disposition 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 (A) the Borrower (orno Guarantor may sell, if applicabletransfer, the Successor Borrower with respect thereto) could Incur at least $1.00 lease or otherwise dispose of additional Indebtedness its assets to a Non-Guarantor except as permitted pursuant to Subsection 8.1(a) or Subsection 8.1(b)(xvii)Section 6.07, and (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to after giving effect to such transaction; , the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, and (iv) each Subsidiary Guarantor (other than (xv) any Subsidiary Guarantor may liquidate or dissolve if the Borrower determines in good faith that will be released from its obligations under its Subsidiary Guaranty such liquidation or dissolution is in connection with such transaction the interest of the Borrower and (y) any party is not materially disadvantageous to the Lenders; provided that any such consolidation or merger) merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (other than any Subsidiary Guaranty that will not be discharged or terminated in connection with such transaction); andpermitted unless also permitted by Section 6.06 regarding

Limitation on Fundamental Changes. (a) The Borrower will not, and will not consolidate with permit any of its Restricted Subsidiaries to, enter into any merger, consolidation, or merge with amalgamation, or intoliquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, lease sell, lease, assign, transfer or otherwise transfer dispose of, all or substantially all its business units, assets toor other properties, except that: (a) so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person may be merged, amalgamated or, consolidated with or into the Borrower; provided that (A) the Borrower shall be the continuing or surviving corporation or (B) if the Person formed by or surviving any such merger, amalgamation, or consolidation is not the Borrower (such other Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Borrower”), (1) will the Successor Borrower shall be a Person an entity organized and or existing under the laws of the United States of AmericaStates, any State thereof or state thereof, the District of Columbia and or any territory thereof, (2) the Successor Borrower (if not the Borrower) will shall expressly assume all the obligations of the Borrower under this Agreement and the Loan other Credit Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) a supplement hereto or Subsection 8.1(b)(xvii), (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal thereto or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form otherwise reasonably satisfactory to the Administrative Agent, confirming (3) each Guarantor, unless it is the other party to such merger, amalgamation, or consolidation, shall have, by a supplement to the Guarantee, confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary Guaranty grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation, or consolidation, shall have, by a supplement to any applicable Security Document, affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation, or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger, amalgamation, or consolidation does not violate this Agreement or any other Credit Document and that the provisions set forth in the preceding clauses (3) through (5) preserve the enforceability of the Guarantee and the perfection of the Liens created under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Xxxxxxxx will succeed to, and be substituted for, the Borrower under this Agreement); (b) so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than any Subsidiary Guaranty that will the Borrower) may be discharged or terminated in connection with such transaction); andmerged, -128-

Limitation on Fundamental Changes. (a) The Except as expressly permitted by Section 10.4, 10.5 or 10.6, the Borrower will not consolidate with and will not permit any of the Restricted Subsidiaries to, consummate any merger, consolidation or merge with or intoamalgamation, or conveyliquidate, lease wind up or otherwise transfer dissolve itself (or suffer any liquidation or dissolution) (including, in each case, pursuant to a Delaware LLC Division), or Dispose of all or substantially all of its assets toand other properties, except that: (a) any PersonSubsidiary of the Borrower or any other Person may be merged, unless: amalgamated or consolidated with or into the Borrower or the Borrower may Dispose of all or substantially all of its assets and other properties; provided that (i) the resultingBorrower shall be the continuing or surviving Person or, in the case of a merger, amalgamation or consolidation where the Borrower is not the continuing or surviving Person, the Person formed by or surviving any such merger, amalgamation or consolidation (if other than the Borrower) or in connection with a Disposition of all or substantially all of the Borrower’s assets, the transferee Person (the “Successor Borrower”) will of such assets or properties, shall, in each case, be a Person an entity organized and or existing under the laws of the United States of AmericaStates, any State thereof or state thereof, the District of Columbia and or any territory thereof (the Borrower or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (ii) the Successor Borrower (if not other than the Borrower) will shall expressly assume all the obligations of the Borrower under this Agreement and the Loan other Credit Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) a supplement hereto or Subsection 8.1(b)(xvii), (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument thereto in form reasonably satisfactory to the Administrative Agent, confirming and (iii) if such merger, amalgamation, consolidation or Disposition involves the Borrower and a Person that, prior to the consummation of such merger, amalgamation, consolidation, or Disposition, is not a Restricted Subsidiary of the Borrower (A) subject to Section 1.11, no Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing after giving effect to such merger, amalgamation, consolidation or Disposition or would result from the consummation of such merger, amalgamation, consolidation or Disposition, (B) each Guarantor, unless it is the other party to such merger, amalgamation, consolidation or Disposition or unless the Successor Borrower is the Borrower, shall have confirmed by a supplement to the Guarantee that its Guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (C) each Subsidiary Guaranty grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation, consolidation or Disposition or unless the Successor Borrower is the Borrower, shall have by a supplement to the Credit Documents confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (D) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation, consolidation or Disposition or unless the Successor Borrower is the Borrower, shall have by an amendment to or restatement of the Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (E) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, consolidation or Disposition and any supplements to the Credit Documents preserve the enforceability of the Guarantee and the perfection of the Liens on the Collateral under the Security Documents, (F) if reasonably requested by the Administrative Agent, the Borrower shall be required to deliver to the Administrative Agent an opinion of counsel to the effect that such merger, amalgamation, consolidation or Disposition does not breach or result in a default under this Agreement or any other Credit Document and (G) such merger, amalgamation, consolidation or Disposition shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5 or Section 10.6; provided, further, that, if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement (provided, further, that, in the event of a Disposition of all or substantially all of the Borrower’s assets or property to a Successor Borrower (which is not the Borrower) as set forth above and notwithstanding anything to the contrary in Section 13.6(a), if the original Borrower retains any assets or property other than immaterial assets or property after such Disposition, such original Borrower shall remain obligated as a co-Borrower along with the Successor Borrower hereunder); (b) any Subsidiary Guaranty that will of the Borrower or any other Person may be discharged merged, amalgamated or terminated consolidated with or into any one or more Restricted Subsidiaries of the Borrower or any Restricted Subsidiary may Dispose of all or substantially all of its assets and other properties; provided that, (i) in connection with the case of any merger, amalgamation, consolidation or Disposition involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or the transferee of such transaction); andassets or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation, consolidation or the transferee of such -196- #96562806v11

Limitation on Fundamental Changes. (a) The Borrower will shall not, and shall --------------------------------- not consolidate with permit any of its Subsidiaries to, enter into any merger, consolidation or merge with amalgamation, or intoliquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or create or acquire any Subsidiary or Affiliate (unless the documents required by Section 5.11 are executed and delivered, and provided that any such acquisition shall be subject to Section 6.7), make any Station subject to any local marketing or similar agreement (except for those agreements set forth on Schedule 6.4) or convey, lease sell, lease, assign, transfer or otherwise transfer dispose of all or substantially all of its assets toproperty, any Personbusiness or assets, unless: except that, so long as no Default has occurred and is continuing or would result therefrom, (i) the resultingBorrower may consummate the Acquisitions permitted by Section 6.7, surviving (ii) any Subsidiary may merge with the Borrower or transferee Person another wholly-owned Subsidiary (provided that (x) if such merger is with the “Successor -------- ---- Borrower”, the Borrower is the survivor thereof and (y) will be a Person organized and existing under the laws Agent receives at least twenty Business Days' prior written notice of the United States of America, any State thereof or the District of Columbia such merger and the Successor Borrower or such Subsidiaries execute and deliver to the Agent such documents as the Agent shall reasonably request in connection therewith, including but not limited to UCC-1 Financing Statements) and (iii) any Sunset Subsidiary may dissolve (provided that, (A) prior to such dissolution, the Agent receives (i) -------- ---- if not the Borrower) will expressly assume such Subsidiary owns any assets, appropriate assignment documents indicating that all the such assets and obligations of the Borrower (including such Subsidiary's obligations under this Agreement and the Loan Documents to which it is a party by executing and delivering party) have been transferred to the Administrative Agent a joinder Borrower or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; another Subsidiary and (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation a certificate from a Responsible Officer of the Successor Borrower or any Restricted to the effect that such Sunset Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), has no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicableupon execution of such assignment documents, the Successor Borrower with respect theretowill have no) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or Subsection 8.1(b)(xvii), assets and (B) the Consolidated Coverage Ratio within 60 days after such dissolution, copies of appropriate documents dissolving such Sunset Subsidiary, along with evidence of the Borrower (or, if applicablefiling thereof with the relevant Governmental Authority). Notwithstanding the foregoing, the Successor Borrower with respect thereto) would equal License Subsidiaries shall not merge, consolidate, amalgamate or exceed liquidate, wind up or dissolve or convey, sell, lease, assign (except pursuant to the Consolidated Coverage Ratio Loan Documents), transfer or otherwise dispose of, all or substantially all of their respective property or assets; provided that nothing herein shall be deemed to restrict the transfer of the Borrower immediately prior -------- ---- KLNZ License Subsidiary, or the Media Licenses and other assets it holds relating to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (orKLNZ, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to resolution of the Administrative Agent, confirming its Subsidiary Guaranty (other than any Subsidiary Guaranty that will be discharged or terminated in connection with such transaction); andHBS Dispute.

Limitation on Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with or merge with or intoany other Person, or conveypermit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise transfer dispose of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all its the assets to, any Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Subsidiaries on a consolidated basis (whether now owned or hereafter acquired), or, in the case of any Loan Documents to which it is a party by executing Party, liquidate or dissolve, except that, if at the time thereof and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), thereto no Default will shall have occurred and be continuingcontinuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; (iii) immediately provided, however, that after giving effect to such transaction, the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any permitted asset disposition 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 (A) the Borrower (orno Guarantor may sell, if applicabletransfer, the Successor Borrower with respect thereto) could Incur at least $1.00 lease or otherwise dispose of additional Indebtedness its assets to a Non-Guarantor except as permitted pursuant to Subsection 8.1(a) or Subsection 8.1(b)(xvii)Section 6.07, and (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to after giving effect to such transaction; , the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, and (iv) each Subsidiary Guarantor (other than (xv) any Subsidiary Guarantor may liquidate or dissolve if the Borrower determines in good faith that will be released from its obligations under its Subsidiary Guaranty such liquidation or dissolution is in connection with such transaction the interest of the Borrower and (y) any party is not materially disadvantageous to the Lenders; provided that any such consolidation or merger) merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (other than any Subsidiary Guaranty that will not be discharged or terminated in connection with such transaction); andpermitted unless also permitted by Section 6.06 regarding

Limitation on Fundamental Changes. (a) The Borrower will not Merge or consolidate with or merge with or into, or convey, lease or otherwise transfer all or substantially all its assets to, any Person, unless: (i) the resulting, surviving or transferee --------------------------------- other Person (except as expressly permitted by Section 4(e) hereof) unless New Hillhaven is the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of Americasurviving corporation and, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower merger or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction)consolidation, no Default will have or Event of Default has occurred and be is continuing; , or permit any Subsidiary to merge or consolidate with any other Person (iiiexcept as expressly permitted by Section 4(e) immediately hereof) unless (i) such Subsidiary is the surviving corporation or the consideration received by New Hillhaven in connection therewith is at least equal to the fair market value of such Subsidiary (as determined by the Board of Directors of New Hillhaven in good faith) and (ii) after giving effect to such transactionmerger or consolidation, either no Default or Event of Default has occurred and is continuing, or liquidate or dissolve itself (Aor suffer any liquidation or dissolution), or dispose of or lease or sell, or permit any Subsidiary to dispose of or lease or sell, all or any substantial portion of its properties, assets and business to any other Person, except that New Hillhaven or any Subsidiary may lease, sell or otherwise dispose of all or any part of its property, assets or business (including, without limitation, Stock) the Borrower (orto any Person, if applicableincluding, the Successor Borrower with respect thereto) could Incur without limitation, New Hillhaven or a Consolidated Subsidiary for consideration at least $1.00 equal to the fair market value of additional Indebtedness pursuant to Subsection 8.1(a) such properties, assets or Subsection 8.1(b)(xviibusiness (as determined by the Board of Directors of New Hillhaven in good faith), (B) the Consolidated Coverage Ratio provided -------- that notwithstanding any of the Borrower foregoing to the contrary, in no event may New Hillhaven lease, sell or otherwise dispose of or permit any Subsidiary to lease, sell or otherwise dispose of all or any part of its property, assets or business (orincluding, if applicablewithout limitation, Stock) encumbered by a Lien in favor of NME or an Affiliate of NME, or by a Lien securing Indebtedness guaranteed or in effect guaranteed by NME or an Affiliate of NME, to any Person, including, without limitation, New Hillhaven or a Consolidated Subsidiary, unless the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio cash portion of the Borrower immediately prior proceeds from such sale are sufficient, and are applied directly, to giving effect to repay such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (other than any Subsidiary Guaranty that will be discharged or terminated in connection with such transaction); andIndebtedness.

Limitation on Fundamental Changes. (a) The Borrower will not, and will not consolidate with permit any of its Restricted Subsidiaries to, enter into any merger, consolidation or merge with amalgamation, or intoliquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, lease sell, lease, assign, transfer or otherwise transfer dispose of, all or substantially all its business units, assets toor other properties, except that: (a) so long as no Event of Default has occurred and is continuing or would result therefrom, any PersonSubsidiary of the Borrower or any other Person may be merged, unless: amalgamated or consolidated with or into the Borrower; continuing or surviving corporation; provided that the Borrower shall be the (b) so long as no Event of Default has occurred and is continuing or would result any other Person (in each case, other than therefrom, any Subsidiary of the Borrower or the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower; provided that (i) in the resultingcase of any merger, surviving amalgamation or transferee Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other documents than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or instruments consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation and if the surviving Person is not already a Guarantor, such Person shall execute a supplement to the Guarantee and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect Agent in order to such transaction (become a Guarantor and treating any Indebtedness that becomes an obligation pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction)Secured Parties, no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or Subsection 8.1(b)(xvii), (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative AgentAgent an officer’s certificate stating that such merger, confirming its Subsidiary Guaranty amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (other than any Subsidiary Guaranty that will c) the Transactions may be discharged or terminated in connection with such transaction)consummated; and-132-#8983238089847286v115

Limitation on Fundamental Changes. (a) The Parent Borrower will not, and will not consolidate with permit any of the Restricted Subsidiaries to, consummate any merger, consolidation or merge with amalgamation, or intodivide, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, lease sell, lease, assign, transfer or otherwise transfer dispose of, all or substantially all its business units, assets toor other properties, except that: so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Parent Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided that (A) the Parent Borrower or such other Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not a Borrower (such other Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Borrower”), (1) will the Successor Borrower shall be a Person organized and an entity organized, incorporated or existing under the laws of the United States of AmericaStates, any State thereof or state thereof, the District of Columbia and or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower (if not the Borrower) will shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the Loan other Credit Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) a supplement hereto or Subsection 8.1(b)(xvii), (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty thereto in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming (3) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary Guaranty grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement); so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Parent Borrower or any other Person (in each case, other than any Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Parent Borrower; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary Guaranty that will shall be discharged the continuing or terminated surviving Person or (B) the Parent Borrower, as applicable, shall cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary and (ii) in connection with the case of any merger, amalgamation or consolidation involving one or more Guarantors, either (A) a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such transaction)merger, amalgamation or consolidation shall execute a supplement to the Guarantee and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties or (B) such transaction shall be treated as resulting in an Investment in an amount equal to the Fair Market Value of the net assets ceasing to be owned by a Guarantor as a result thereof; andthe Transactions may be consummated;

Limitation on Fundamental Changes. Except as otherwise permitted under this Agreement, the Borrower will not, and will not permit any of its Subsidiaries (other than Excluded Subsidiaries) to, become a party to a merger, consolidation, partnership, joint venture, or other combination, or wind-up, dissolve or liquidate itself, or sell, lease or dispose of all or a substantial portion of its business or assets; provided, however, that any Wholly-Owned Subsidiary may merge into, consolidate with or transfer its business or assets to Borrower or any other Wholly-Owned Subsidiary if (a) The in such a merger, consolidation or transfer Borrower will not consolidate with or merge with such other Wholly-Owned Subsidiary (other than an Excluded Subsidiary) survives and in the case of such a Subsidiary, remains a Wholly-Owned Subsidiary of Borrower, and (b) no Default or into, or convey, lease or otherwise transfer all or substantially all its assets to, any Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Borrower”) will be a Person organized Event of Default occurs and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately continuing after giving effect to such transaction (merger, consolidation or transfer; provided, further, that Borrower and treating its Subsidiaries shall be permitted to form partnerships and joint ventures which, after formation, are Subsidiaries and are otherwise permitted by this Agreement. Borrower will not, nor will it permit any Indebtedness of its Subsidiaries to, form any Subsidiary that becomes would be a second-tier Subsidiary of Borrower that would not be an obligation Excluded Subsidiary unless Borrower's Subsidiaries shall not be prohibited by the terms and conditions of the Successor any contract or agreement to which Borrower or any Restricted Subsidiary as of its Subsidiaries is a result party, including without limitation either of the Indentures, to pledge the stock of such transaction as having been Incurred by second-tier Subsidiary to Agent for the Successor Borrower or such Restricted Subsidiary at benefit of Banks in accordance with the time provision of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or Subsection 8.1(b)(xvii), (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (other than any Subsidiary Guaranty that will be discharged or terminated in connection with such transaction); andSection 5.3.

Limitation on Fundamental Changes. (a) The Borrower and the Parent Guarantors will not, and will not consolidate with permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or merge with amalgamation, or intoliquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, lease sell, lease, assign, transfer or otherwise transfer dispose of, all or substantially all its business units, assets toor other properties, any Person, unlessexcept that: (a) (i) the resulting, surviving or transferee Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations Subsidiary of the Borrower under this Agreement and or any other Person may be merged or consolidated with or into the Loan Documents to which it is a party by executing and delivering to Borrower; provided that the Administrative Agent a joinder Borrower shall be the continuing or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agentsurviving entity; (ii) immediately after giving effect to such transaction any Parent Company may be merged or consolidated with or into Holdings; provided that Holdings shall be the continuing or surviving entity; and (and treating iii) any Indebtedness Parent Company may be merged or consolidated with or into any other Parent Company; provided that becomes an obligation a Parent Company shall be the continuing or surviving entity; (b) any Subsidiary of the Successor Borrower or any other Person may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, a Restricted Subsidiary shall be the continuing or surviving entity, and (ii) in the case of any merger, amalgamation or consolidation involving one or more Subsidiary Guarantors, a Subsidiary Guarantor shall be the continuing or surviving entity; (c) (i) any Restricted Subsidiary that is not a Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, a Subsidiary Guarantor or any other Restricted Subsidiary of the Borrower, subject to compliance with Section 10.5(g) and (ii) the Borrower or any Restricted Subsidiary as may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to other Persons (including by way of merger, in the case of a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transactionSubsidiary), no Default will have occurred and be continuing; so long as such sale, lease, transfer or other disposition (iiix) immediately after giving effect to such transactiondoes not constitute a sale, either (A) lease, transfer or other disposition of all or substantially all of the Borrower (orbusiness units, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) assets or Subsection 8.1(b)(xvii), (B) the Consolidated Coverage Ratio properties of the Borrower (orand its Restricted Subsidiaries, if applicabletaken as a whole, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) is in compliance with Section 10.4; (d) any party to Guarantor may sell, lease, transfer or otherwise dispose of any such consolidation or mergerall of its assets (upon voluntary liquidation or otherwise) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (other than Borrower or any Subsidiary Guaranty that will be discharged or terminated in connection with such transaction); andGuarantor;

Limitation on Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with or merge with or intoany other Person, or conveypermit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise transfer dispose of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all its the assets to, any Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Subsidiaries on a consolidated basis (whether now owned or hereafter acquired), or, in the case of any Loan Documents to which it is a party by executing Party, liquidate or dissolve, except that, if at the time thereof and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), thereto no Default will shall have occurred and be continuingcontinuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; (iii) immediately provided, however, that after giving effect to such transaction, the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any permitted asset disposition 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 (A) the Borrower (orno Guarantor may sell, if applicabletransfer, the Successor Borrower with respect thereto) could Incur at least $1.00 lease or otherwise dispose of additional Indebtedness its assets to a Non-Guarantor except as permitted pursuant to Subsection 8.1(a) or Subsection 8.1(b)(xvii)Section 6.07, and (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to after giving effect to such transaction; , the surviving Subsidiary must be a Guarantor if either of such Subsidiaries was previously a Guarantor, and (iv) each Subsidiary Guarantor (other than (xv) any Subsidiary Guarantor may liquidate or dissolve if the Borrower determines in good faith that will be released from its obligations under its Subsidiary Guaranty such liquidation or dissolution is in connection with such transaction the interest of the Borrower and (y) any party is not materially disadvantageous to the Lenders; provided that any such consolidation or merger) merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (other than any Subsidiary Guaranty that will not be discharged or terminated in connection with such transaction); andpermitted unless also permitted by Section 6.06 regarding Restrictions on Investments.

Limitation on Fundamental Changes. (a) The Parent Borrower will not, and will not consolidate with permit any of the Restricted Subsidiaries to, consummate any merger, consolidation or merge with amalgamation, or intodivide, liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, lease sell, lease, assign, transfer or otherwise transfer dispose of, all or substantially all its business units, assets toor other properties, except that: Section 450. so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Parent Borrower or any other Person may be merged, amalgamated or consolidated with or into the Parent Borrower or any other Borrower; provided that (A) the Parent Borrower or such other Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not a Borrower (such other Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Borrower”), (1) will the Successor Borrower shall be a Person organized and an entity organized, incorporated or existing under the laws of the United States of AmericaStates, any State thereof or state thereof, the District of Columbia and or any other jurisdiction reasonably acceptable to the Administrative Agent, (2) the Successor Borrower (if not the Borrower) will shall expressly assume all the obligations of the Parent Borrower or such other Borrower under this Agreement and the Loan other Credit Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) a supplement hereto or Subsection 8.1(b)(xvii), (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty thereto in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming (3) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the Guarantee confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Subsidiary Guaranty grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its Guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other than any Subsidiary Guaranty party to such merger, amalgamation or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (3), and (6) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be discharged or terminated in connection with such transactionsubstituted for, the applicable Borrower under this Agreement); and;

Limitation on Fundamental Changes. (a) The Borrower will not, and will not consolidate with permit any of its Restricted Subsidiaries to, enter into any merger, consolidation or merge with amalgamation, or intoliquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, lease sell, lease, assign, transfer or otherwise transfer dispose of, all or substantially all its business units, assets toor other properties, except that: (a) so long as no Event of Default has occurred and is continuing or would result therefrom, any PersonSubsidiary of the Borrower or any other Person may be merged, unless: amalgamated or consolidated with or into the Borrower; provided that the Borrower shall be the continuing or surviving corporation; (b) so long as no Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower or any other Person (in each case, other than the Borrower) may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower; provided that (i) in the resultingcase of any merger, surviving amalgamation or transferee Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving Person or (B) the Borrower shall cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other documents than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation or instruments consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation and if the surviving Person is not already a Guarantor, such Person shall execute a supplement to the Guarantee and the relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect Agent in order to such transaction (become a Guarantor and treating any Indebtedness that becomes an obligation pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction)Secured Parties, no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) or Subsection 8.1(b)(xvii), (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative AgentAgent an officer’s certificate stating that such merger, confirming its Subsidiary Guaranty amalgamation or consolidation and any such supplements to any Security Document preserve the enforceability of the Guarantees and the perfection and priority of the Liens under the applicable Security Documents; (other than any Subsidiary Guaranty that will c) the Transactions may be discharged or terminated in connection with such transaction)consummated; and-131-#89847286v15

Limitation on Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with or merge with or intoany other Person, or conveypermit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise transfer dispose of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all its the assets to, any Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it is Subsidiaries on a party by executing consolidated basis (whether now owned or hereafter acquired), or, in the case of the Borrower or any Guarantor, liquidate or dissolve, except that, if at the time thereof and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), thereto no Default will shall have occurred and be continuingcontinuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided, however, that (iiiA) immediately no Guarantor may merge into a Foreign Subsidiary or an Excluded Subsidiary (unless prior to such merger, such Foreign Subsidiary or Excluded Subsidiary was also a Guarantor), and (B) after giving effect to such transaction, the surviving Subsidiary is a Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any permitted asset disposition 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 (A) the Borrower no Guarantor may sell, transfer, lease or otherwise dispose of its assets to any Foreign Subsidiary or Excluded Subsidiary (orunless prior to such sale, if applicabletransfer, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) lease or Subsection 8.1(b)(xviidisposition such Foreign Subsidiary or Excluded Subsidiary was also a Guarantor), and (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to after giving effect to such transaction; , the surviving Subsidiary is a Guarantor if either of such Subsidiaries was previously a Guarantor, and (iv) each Subsidiary Guarantor (other than (xv) any Subsidiary Guarantor may liquidate or dissolve if the Borrower determines in good faith that will be released from its obligations under its Subsidiary Guaranty such liquidation or dissolution is in connection with such transaction the best interests of the Borrower and (y) any party is not materially disadvantageous to the Lenders; provided that any such consolidation or merger) merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (other than any Subsidiary Guaranty that will not be discharged or terminated in connection with such transaction); andpermitted unless also permitted by Section 6.06 regarding

Limitation on Fundamental Changes. (a) The Borrower No Loan Party will not consolidate with or merge with or into, or convey, transfer or lease or otherwise transfer all or substantially all its assets to, any Person, except (v) in connection with a sale of assets or equity pursuant to Section 363 of the Bankruptcy Code, or in connection with a Chapter 11 Plan approved by the Bankruptcy Court, (w) in connection with Investments permitted under Section 8.5, (x) a Loan Party may merge or consolidate into another Loan Party; provided that if the Borrower is party to such merger or consolidation, the Borrower will be the surviving entity, (y) a Subsidiary that is not a Loan Party may merge or consolidate into a Loan Party, so long as a Loan Party will be the surviving entity and (z) a Loan Party (other than the Borrower) may merge or consolidate into a Subsidiary in connection with an Investment permitted under clause (ii) of the definition of Permitted Investments. For the avoidance of doubt, the Borrower may, directly or indirectly, create a newly formed Subsidiary for bona fide tax (or similar) planning activities and may merge or consolidate any such Subsidiary into the Borrower (so long as the Borrower is the surviving entity) or into another Loan Party, so long as a Loan Party will be the surviving entity. Section 8.3(a) will not apply to any transaction in which a Loan Party consolidates or merges with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of reincorporating or reorganizing such Loan Party in another jurisdiction or changing its legal structure to a corporation or other entity; provided, that no such reincorporation or reorganization shall adversely impact the Lenders or (y) a Loan Party so long as all assets of the Loan Party immediately prior to such transaction (other than Capital Stock) are owned by a Loan Party immediately after the consummation thereof. Limitation on Sale of Assets. (a) Subject to the provisions of Section 7.8, the Loan Parties will not make any Asset Disposition outside the ordinary course of business unless: (a) (i) the resultingBorrower or other applicable Loan Party receives consideration (including by way of relief from, surviving or transferee by any other Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of Americaassuming responsibility for, any State thereof liabilities, contingent or the District of Columbia and the Successor Borrower (if not the Borrowerotherwise) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction)Asset Disposition at least equal to the Fair Market Value of the DIP Collateral subject to such Asset Disposition, no Default will have occurred and be continuing; (ii) [reserved], and (iii) immediately after giving effect the Bankruptcy Court has approved such Asset Disposition. For the avoidance of doubt, subject to such transactionBankruptcy Court approval, either nothing herein shall restrict the Loan Parties from rejecting (Ai) the Borrower (oroperating, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) tax or Subsection 8.1(b)(xvii)finance leases, (Bii) the Consolidated Coverage Ratio maintenance or services agreements or purchase arrangements, or (iii) leases of real property or any other executory contracts. Upon any sale or other disposition of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty DIP Collateral permitted by this Agreement (other than any Subsidiary Guaranty sale or other disposition to another Loan Party), the Lien pursuant to this Agreement (and any other applicable Loan Document) and the DIP Order on such DIP Collateral shall be automatically released; provided that will the DIP Obligations shall continue to be discharged secured by the proceeds of such sold or terminated in connection disposed DIP Collateral with the same priority provided hereunder on such transaction); andDIP Collateral immediately prior to such sale or other disposition. Subject to

Limitation on Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with or merge with or intoany other Person, or conveypermit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise transfer dispose of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all its the assets to, any Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Borrower”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Borrower (if not the Borrower) will expressly assume all the obligations of the Borrower under this Agreement and the Loan Documents to which it is Subsidiaries on a party by executing consolidated basis (whether now owned or hereafter acquired), or, in the case of the Borrower or any Guarantor, liquidate or dissolve, except that, if at the time thereof and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), thereto no Default will shall have occurred and be continuingcontinuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided, however, that (iiiA) immediately no Guarantor may merge into a Foreign Subsidiary or an Excluded Subsidiary (unless prior to such merger, such Foreign Subsidiary or Excluded Subsidiary was also a Guarantor), and (B) after giving effect to such transaction, the surviving Subsidiary is a Guarantor if either of such Subsidiaries was previously a Guarantor, (iii) any permitted asset disposition 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 (A) the Borrower no Guarantor may sell, transfer, lease or otherwise dispose of its assets to any Foreign Subsidiary or Excluded Subsidiary (orunless prior to such sale, if applicabletransfer, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) lease or Subsection 8.1(b)(xviidisposition such Foreign Subsidiary or Excluded Subsidiary was also a Guarantor), and (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to after giving effect to such transaction; , the surviving Subsidiary is a Guarantor if either of such Subsidiaries was previously a Guarantor, and (iv) each Subsidiary Guarantor (other than (xv) any Subsidiary Guarantor may liquidate or dissolve if the Borrower determines in good faith that will be released from its obligations under its Subsidiary Guaranty such liquidation or dissolution is in connection with such transaction the best interests of the Borrower and (y) any party is not materially disadvantageous to the Lenders; provided that any such consolidation or merger) merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guaranty (other than any Subsidiary Guaranty that will not be discharged or terminated in connection with such transaction); andpermitted unless also permitted by Section 6.06

Limitation on Fundamental Changes. (a) The Except as permitted by Section 10.4 or 10.5, the Borrower will not, and will not consolidate with permit any of the Restricted Subsidiaries to, enter into any merger, consolidation or merge with or intoamalgamation, or conveyliquidate, lease wind up or otherwise transfer dissolve itself (or suffer any liquidation or dissolution), or Dispose of, all or substantially all its business units, assets toor other properties, except that: (a) any PersonSubsidiary of the Borrower or any other Person may be merged, unless: amalgamated or consolidated with or into the Borrower; provided that (i) the resultingBorrower shall be the continuing or surviving Person or, in the case of a merger, amalgamation or consolidation with or into the Borrower, the Person formed by or surviving any such merger, amalgamation or transferee Person consolidation (if other than the “Successor Borrower”) will shall be a Person an entity organized and or existing under the laws of the United States of AmericaStates, any State thereof or state thereof, the District of Columbia and or any territory thereof (the Borrower or such Person, as the case may be, being herein referred to as the “Successor Borrower”), (ii) the Successor Borrower (if not other than the Borrower) will shall expressly assume all the obligations of the Borrower under this Agreement and the Loan other Credit Documents to which it is a party by executing and delivering to the Administrative Agent a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Borrower or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Borrower or such Restricted Subsidiary at the time of such transaction), no Default will have occurred and be continuing; (iii) immediately after giving effect to such transaction, either (A) the Borrower (or, if applicable, the Successor Borrower with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Subsection 8.1(a) a supplement hereto or Subsection 8.1(b)(xvii), (B) the Consolidated Coverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction or (C) the Consolidated Total Leverage Ratio of the Borrower (or, if applicable, the Successor Borrower with respect thereto) would equal or be less than the Consolidated Total Leverage Ratio of the Borrower immediately prior to giving effect to such transaction; (iv) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guaranty in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a joinder or other document or instrument thereto in form reasonably satisfactory to the Administrative Agent, confirming (iii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing at the date of such merger, amalgamation or consolidation or would result from such consummation of such merger, amalgamation or consolidation, and (iv) if such merger, amalgamation or consolidation involves the Borrower and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Subsidiary of the Borrower (A) the Successor Borrower shall be in Pro Forma Compliance after giving effect to such merger, amalgamation or consolidation, (B) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Guarantee confirmed that its Guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (C) each Subsidiary Guaranty grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation or consolidation or unless the Successor Borrower is the Borrower, shall have by a supplement to the Credit Documents confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (D) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation or unless the Successor Borrower is the Borrower, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (E) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation and any supplements to the Credit Documents preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the Security Documents, (F) if reasonably requested by the Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger, amalgamation or consolidation does not violate this Agreement or any other Credit Document; provided, further, that if the foregoing are satisfied, the Successor Borrower (if other than the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement and (G) such merger, amalgamation or consolidation shall comply with all the conditions set -144- 727670773 12335469 forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5; (b) any Subsidiary Guaranty of the Borrower or any other Person may be merged, amalgamated or consolidated with or into any one or more Subsidiaries of the Borrower; provided that will (i) in the case of any merger, amalgamation or consolidation involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be discharged the continuing or terminated surviving Person or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Restricted Subsidiary) to become a Restricted Subsidiary, (ii) in connection the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving Person or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee, each applicable Security Agreement and any applicable Mortgage, and a joinder to the Intercompany Note, each in form and substance reasonably satisfactory to the Collateral Agent in order for the surviving Person to become a Guarantor, and pledgor, mortgagor and grantor of Collateral for the benefit of the Secured Parties and to acknowledge and agree to the terms of the Intercompany Note, (iii) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing on the date of such merger, amalgamation or consolidation or would result from the consummation of such merger, amalgamation or consolidation and (iv) if such merger, amalgamation or consolidation involves a Subsidiary and a Person that, prior to the consummation of such merger, amalgamation or consolidation, is not a Restricted Subsidiary of the Borrower, (A) the Borrower shall be in Pro Forma Compliance after giving effect to such merger, amalgamation or consolidation, (B) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation and such supplements to any Credit Document preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the Security Agreements and (C) such merger, amalgamation or consolidation shall comply with all the conditions set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5; (c) any Restricted Subsidiary that is not a Guarantor may (i) merge, amalgamate or consolidate with or into any other Restricted Subsidiary and (ii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower, a Guarantor or any other Restricted Subsidiary of the Borrower; (d) any Subsidiary Guarantor may (i) merge, amalgamate or consolidate with or into any other Subsidiary Guarantor, (ii) merge, amalgamate or consolidate with or into any other Subsidiary which is not a Guarantor or Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Subsidiary that is not a Guarantor; provided that if such transaction)Subsidiary Guarantor is not the surviving entity, such merger, amalgamation or consolidation shall be deemed to be, and any such Disposition shall be, (A) an “Investment” and subject to the limitations set forth in Section 10.5 and (B) a “Disposition” and subject to the limitations set forth in Section 10.4; andand (iii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Guarantor; -145- 727670773 12335469