Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. Other than as contemplated under the Merger Transaction, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division), except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the Borrower, then the transferee must also be a wholly-owned Subsidiary of the Borrower.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) subject to Section 6.14, any Subsidiary of may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Borrower Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Company or a wholly-owned Subsidiary Guarantor; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(g) and in the case of a Disposition of a dealership Subsidiary, Section 7.19; and (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement (i) may be dissolved or have its entity status terminated and (ii) at the request of the Company, be released by the Administrative Agent and the Revolving Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, if at any time thereafter the Company requests that such Subsidiary be designated as a New Vehicle Borrower, the Company shall cause to be delivered to the Administrative Agent all documents required to be delivered by Section 6.14 with respect to such Subsidiary in the timeframes set forth therein.

Fundamental Changes. (1) (x) each of the Project Guarantors shall not merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets to or in favor of any Person, except with respect to each of the Project Guarantors, the granting of liens to the Collateral Agent pursuant to the Collateral Documents and (y) subject to the proviso at the end of Article VII, the Project Guarantors shall take all Relevant Member Action to cause each of the Project Companies not to merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets to or in favor of any Person. (2) The Borrower and the Operating Guarantors shall not, and the Borrower and each Operating Guarantor shall cause each of the Other than as contemplated under the Merger Transaction, Subsidiaries not to merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower Operating Guarantor may merge merge, amalgamate or consolidate with or into (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; andOperating Guarantor; (b) any Other Subsidiary of the Borrower may merge, amalgamate or consolidate with or into any Other Subsidiary; and (i) an Operating Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Operating Guarantor and (ii) an Other Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to an Operating Guarantor or an Other Subsidiary, provided, in each case, that to the extent such Disposition constitutes an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary that is not a Loan PartyParty in accordance with Sections 7.02 (other than Section 7.02(2)(e)) and 7.03, respectively; provided that if so long as, in each case, such merger, amalgamation, consolidation and/or Disposition does not materially and adversely affect the transferor in such a transaction is a wholly-owned Subsidiary Liens of the Borrower, then Collateral Agent and the transferee must also be a wholly-owned Subsidiary of Administrative Agent in the BorrowerCollateral.

Fundamental Changes. Other than as contemplated under the Merger Transaction, merge, dissolve, liquidate, Merge or consolidate with or into another Personinto, or convey, transfer, lease or otherwise Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of Person may merge into the Borrower, provided, that the Borrower is the surviving entity and the requirements set forth in Section 7.02 are satisfied; (b) any Subsidiary may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Wholly-Owned Subsidiary is merging with another Subsidiary of the BorrowerSubsidiary, a Loan Party shall be the continuing or surviving Person and (B) when any whollyWholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Owned Subsidiary shall be the continuing or surviving Person; and, and provided further that when any Guarantor is merging with another Subsidiary, a Guarantor shall be the continuing or surviving Person; (bc) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Subsidiary; provided that (i) if the transferor in such a transaction is a whollyWholly-owned Subsidiary of the BorrowerOwned Subsidiary, then the transferee must also be the Borrower or a whollyWholly-owned Owned Subsidiary and provided further that (ii) if the transferor in such a transaction is a Guarantor, then the transferee must be the Borrower or a Guarantor; (d) any Person (other than the Borrower or a Subsidiary of the Borrower) may merge into any Subsidiary provided that such Subsidiary is the surviving entity and the requirements set forth in Section 7.02 are satisfied; and (e) the Borrower and each Subsidiary may make Dispositions permitted by Section 7.07.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division), except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) subject to Section 6.14, any Subsidiary of may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Borrower Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a Loan Party; series of transactions, provided that if such Disposition or Dispositions satisfy the transferor requirements of Section 7.05(h); and (e) any Subsidiary which has Disposed of all or substantially all of its assets in such accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a transaction is Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a wholly-owned Subsidiary Release Property, subject to the satisfaction of the Borrower, then conditions applicable to the transferee must also be a wholly-owned Subsidiary of the BorrowerProperty Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19.

Fundamental Changes. Other than as contemplated under the Merger TransactionEnter into any merger, mergeconsolidation or amalgamation, dissolve, or liquidate, consolidate with wind up or into another Person, dissolve itself (or suffer any liquidation or dissolution) or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)business, except that, so long as no Default or Event of Default exists or would result therefrom: (ai) any Subsidiary of the Borrower Company (other than the Borrower) may merge be merged or consolidate consolidated with or into the Company (iprovided that the Company shall be the continuing or surviving corporation) or with or into any other Subsidiary of the Company; provided that if any such transaction is between a Guarantor and a Subsidiary that is not a Guarantor or, such Guarantor shall be the continuing or surviving entity and (ii) the BorrowerBorrower may be merged or consolidated with or into any other Subsidiary; provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; andentity. (bi) any Subsidiary of the Borrower Company may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company, the Borrower or any Guarantor, (ii) any Subsidiary that is not a Loan Party; provided that if Party may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the transferor in such a transaction is a wholly-owned Company, the Borrower or any other Subsidiary and (iii) any Subsidiary of the BorrowerCompany may Dispose of all or substantially all of its assets pursuant to a Disposition permitted by Section 7.5 (other than pursuant to Section 7.5(c)); provided that, then for the transferee must also be a wholly-owned avoidance of doubt, any Subsidiary of the Company that only holds Capital Stock of other Subsidiaries of the Company (a “Subsidiary Holding Company”) may consummate any sale of all or substantially all of its assets that would be permitted under this Section 7.4(b) with respect each such Subsidiary or Subsidiaries held by such Subsidiary Holding Company; (c) any Subsidiary (other than the Borrower) may be liquidated as long as the proceeds of such liquidation (after satisfying all Contractual Obligations of such Subsidiary) are distributed to the holders of the Capital Stock of such Subsidiary on an approximately ratable basis (based on their respective equity ownership interests in such Subsidiary); and (d) the Company may consummate a Holding Company Reorganization.

Fundamental Changes. Other than as contemplated under the Merger TransactionEnter into any merger, mergeconsolidation or amalgamation, dissolve, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) of, all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Person (includingbusiness, in each case, pursuant to a Delaware LLC Division), except that, so long as no Default or Event of Default exists or would result therefromexcept: (a) that any Subsidiary of the Borrower may merge be merged, consolidated or consolidate liquidated (i) with or into (i) the Borrower; provided that the Borrower shall be if the Borrower is the continuing or surviving Person or corporation, (ii) with or into any one or more other Subsidiaries; provided that (A) when any Loan Party Wholly Owned Subsidiary Guarantor if the Wholly Owned Subsidiary Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person corporation or (iii) subject to Section 8.8(k), with or into any Foreign Subsidiary; and (B) when any wholly-owned Foreign Subsidiary of the Borrower is merging may be merged or consolidated with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; andinto any other Foreign Subsidiary; (b) that any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, winding up, dissolution or substantially otherwise) as permitted by Section 8.5 (other than Section 8.5(c)), or to the Borrower or any Wholly Owned Subsidiary Guarantor or, subject to Section 8.8(k), any Foreign Subsidiary; and any Foreign Subsidiary may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Loan Partyany other Foreign Subsidiary; (c) pursuant to the Merger; provided that if and (d) pursuant to any merger between the transferor in such a transaction is Borrower or a wholly-owned Subsidiary Guarantor and any other Person; provided that the Borrower or such Subsidiary Guarantor, as the case may be, is the surviving entity of the Borrower, then the transferee must also be a wholly-owned Subsidiary of the Borrowerany such merger.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Restricted Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Restricted Subsidiaries; , provided that (A) when any Loan Party Wholly Owned Subsidiary is merging with another Subsidiary of the BorrowerRestricted Subsidiary, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Wholly Owned Subsidiary shall be the continuing or surviving Person; and; (b) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerWholly Owned Subsidiary, then the transferee must also either be the Borrower or a Wholly Owned Subsidiary; provided, further that if the transferor in any such a transaction is a Guarantor, then the transferee must either be the Borrower or Guarantor; (d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a wholly-owned Subsidiary Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12; (e) each of the Borrower and any of its Restricted Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving entity and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving entity; (f) a merger, dissolution, liquidation, consolidation or Disposition, the purpose and effect of which is to consummate a Disposition permitted pursuant to Section 7.06; and (g) the sale of Receivables Facility Assets in connection with Permitted Receivables Financings.

Fundamental Changes. Other than as contemplated under The Borrowers shall not, nor shall the Merger TransactionCompany permit any Significant Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, agree to or effect any acquisition of at least a majority of the Capital Stock or all or substantially all of the assets of any Person or any division or line of business of any Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, : (a) so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of , the Borrower Company may merge or consolidate with or into (i) the Borrower; any other Person provided that the Borrower Company shall be the continuing or surviving Person Person; (b) any Significant Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the BorrowerSubsidiary, a Loan Party Subsidiary Guarantor shall be the continuing or surviving Person, or (iii) any other Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned provided that such Significant Subsidiary shall be the continuing or surviving Person; and; (bc) any Significant Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either (i) be or simultaneously with such transaction become (by executing and delivering to the Administrative Agent a wholly-owned joinder agreement, in form and substance reasonably satisfactory to the Administrative Agent, to the Guaranty) a Subsidiary Guarantor or (ii) be the Company; (d) so long as no Default exists or would result therefrom, the Company or a Significant Subsidiary may acquire the stock or other securities of, or the majority of assets of, any Person, provided that, if the consideration for such acquisition exceeds $100,000,000, not less than five (5) Business Days prior to the consummation of such proposed acquisition, the Company shall have delivered to the Administrative Agent a certificate demonstrating compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.05 hereof; and (e) the Company or any Significant Subsidiary may acquire Capital Stock of any Subsidiary of the BorrowerCompany existing on the Effective Date from any then existing minority holder thereof.

Fundamental Changes. Other than as contemplated under the Merger Transaction, merge, dissolve, liquidate, (a) Merge into or consolidate with or into another any other Person, or Dispose of permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (whether in one transaction i) any Subsidiary or Acquired Person may merge into the Borrower or any Subsidiary Guarantor in a series of transactionstransaction in which the Borrower or such Subsidiary Guarantor, as the case may be, is the surviving entity, (ii) all any Subsidiary (other than a Subsidiary Guarantor) or Acquired Person may merge into any Subsidiary that is not a Loan Party in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary (other than a Subsidiary Guarantor, unless prior to, or substantially concurrently with, such transaction such Subsidiary Guarantor has transferred substantially all of its assets to the Borrower or another Subsidiary Guarantor) may liquidate or dissolve if the Borrower determines in good faith such liquidation or dissolution is in the best interests of the Borrower and its Subsidiaries, 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 permitted unless also permitted by Section 6.5, and (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division), except that, so long as no Default or Event of Default exists or would result therefrom: (aiv) any Subsidiary of the Borrower may merge into or consolidate with or into any Person in a transaction permitted by Section 6.5(g). As used in this paragraph (i) the Borrower; provided that the Borrower shall be the continuing or surviving a), “Acquired Person” refers to any Person or (ii) any one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; andacquired in an acquisition transaction. (b) Engage to any Subsidiary material extent in any business other than businesses of the type conducted by the Borrower may Dispose of all or substantially all of and its assets (upon voluntary liquidation or otherwise) to a Loan Party; provided that if Subsidiaries on the transferor in such a transaction is a wholly-owned Subsidiary of the Borrower, then the transferee must also be a wholly-owned Subsidiary of the BorrowerEffective Date and businesses reasonably related thereto.

Fundamental Changes. Other than as contemplated under the Merger Transaction(a) Merge, merge, dissolve, liquidate, combine or consolidate with or into another any Person, or Dispose of (liquidate, wind up its affairs or dissolve itself, in each case whether in one a single transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division), except that, so long as no Default or Event of Default exists or would result therefromexcept: (ai) any Subsidiary of the Borrower may merge or consolidate (x) with or into (i) the a Borrower; , provided that the such Borrower shall be the continuing or surviving Person Person, or (iiy) with any one or more other Subsidiaries; , provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower or Guarantor is merging with a non-wholly-owned Subsidiary of the Borroweranother Subsidiary, the wholly-owned Subsidiary or Guarantor shall be the continuing or surviving Person; , or (z) with any other Person in connection with any Permitted Acquisition, provided that the continuing or surviving Person shall be a wholly-owned Subsidiary and, if such Subsidiary was a Guarantor or Borrower, also a Guarantor or Borrower; (bii) any Subsidiary of the Borrower may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to a Loan PartyBorrower or to another Subsidiary; provided that if the transferor seller in such a transaction is a wholly-owned Subsidiary of the Borroweror a Guarantor, then the transferee purchaser must also be a wholly-owned Subsidiary or Guarantor, respectively; or (iii) in connection with a Permitted Asset Disposition (b) Except following thirty (30) days prior written notice to Agent, change its name or conduct business under any fictitious name; change its tax or other organizational identification number; or change its form or state of the Borrowerorganization.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division), except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) subject to Section 6.14, any Subsidiary of may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Borrower Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Company or a wholly-owned Subsidiary Guarantor; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h) and in the case of a Disposition of a dealership Subsidiary, Section 7.19; and (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement (i) may be dissolved or have its entity status terminated or (ii) so long as such Subsidiary does not qualify as a Restricted Subsidiary after giving effect to such Disposition, shall promptly at the request of the Company be released by the Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, at any time such Subsidiary thereafter qualifies as a Restricted Subsidiary or the Company requests such Subsidiary be designated as a New Vehicle Borrower or Used Vehicle Borrower, the Company shall cause to be delivered to the Administrative Agent all documents required to be delivered by Section 6.14 and Section 6.15, as applicable, with respect to such Subsidiary in the timeframes set forth therein.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Company or a wholly-owned Subsidiary Guarantor; provided further that if the transferor of such property is TP Luxembourg then the transferee must be the Company or a Subsidiary Guarantor; (c) the Company, ▇▇▇▇▇▇ ▇▇▇▇▇ and Towers ▇▇▇▇▇▇, whether through one or more merger Subsidiaries, may consummate the Merger in accordance in all material respects with the Merger Agreement and may otherwise consummate the Transaction; (d) any Subsidiary (other than a Subsidiary Guarantor or a Designated Borrower) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the BorrowerCompany and is not materially disadvantageous to the Lenders; and (e) the Company and its Subsidiaries may Dispose of assets as permitted by Sections 7.05(d), 7.05(g), 7.05(h), 7.05(i) and 7.05(j).

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person or Person, (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging or consolidating with a non-wholly-owned Subsidiary of the Borroweranother Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person, and, provided further that if a Guarantor is merging or consolidating with another Subsidiary, the Guarantor shall be the continuing or surviving Person; andand (iii) with any Person that is not a Loan Party in connection with any Permitted Acquisition provided that the ultimate surviving entity becomes a Loan Party within thirty (30) days of such merger or consolidation; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan PartyBorrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerSubsidiary, then the transferee must also either be the Borrower, a Guarantor or a wholly-owned Subsidiary Subsidiary, and, provided further that if the transferor of such assets is a Guarantor, the Borrowertransferee must either be Borrower or a Guarantor; and (c) any Disposition permitted under Section 7.05 shall be permitted under this Section.

Fundamental Changes. Other than as contemplated under the Merger Transaction, merge, dissolve, liquidate, (a) Merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor any line of business or all or substantially all of the stock of any Person of its Subsidiaries (including, in each case, pursuant to a Delaware LLC Division)whether now owned or hereafter acquired) or liquidate or dissolve; provided, except thatthat if at the time thereof and immediately after giving effect thereto, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into shall have occurred and be continuing (i) the Borrower; provided that Borrower or any Subsidiary may merge with a Person pursuant to a Permitted Acquisition if the Borrower shall be the continuing (or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned such Subsidiary of the Borrower is merging with not a non-wholly-owned party to such merger) is the surviving Person, (ii) any Subsidiary of the Borrowermay merge into another Subsidiary; provided, that if any party to such merger is a Guarantor, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and , (biii) any Subsidiary of the Borrower may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Loan Party and (upon voluntary iv) any Subsidiary (other than a Guarantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise) dissolution is in the best interests of the Borrower and is not materially disadvantageous to a Loan Partythe Lenders; provided that if the transferor in any such merger involving a transaction Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4. (b) Engage in any business other than businesses of the Borrower, then type conducted (and non-core incidental businesses acquired in connection with any Permitted Acquisition or permitted Investment or other immaterial businesses) by the transferee must also be a wholly-owned Subsidiary of Borrower and its Subsidiaries on the Borrowerdate hereof and businesses reasonably related thereto.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower Parent may merge or consolidate amalgamate with or into any other Person in a transaction in which the Parent is the surviving corporation or in which the successor assumes the obligations hereunder in a manner reasonably satisfactory to the Administrative Agent; (ib) the Borrower; provided that the Borrower shall be the continuing any Subsidiary may merge or surviving Person or (ii) amalgamate with any one or more other Subsidiaries; , provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with another Subsidiary, a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person and when any Subsidiary Guarantor is merging with another Subsidiary, a Subsidiary Guarantor shall be the continuing and surviving Person; and; (bc) any Subsidiary of the Borrower Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to a Loan Party; Subsidiary of the Parent, provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Parent or a wholly-owned Subsidiary Guarantor; (d) any Subsidiary may liquidate or dissolve if the Parent determines in good faith that such liquidation or dissolution is in the best interests of the BorrowerParent; and (e) Merger Subsidiary may consummate the Merger; and (f) any Subsidiary may merge, amalgamate or consolidate with or into another Person or Dispose of all or substantially all of its assets to or in favor of another Person in any Disposition permitted pursuant to Section 7.05.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Company or a wholly-owned Guarantor; (c) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(i); and (d) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement (i) may be dissolved or have its entity status terminated or (ii) so long as such Subsidiary does not qualify as a Restricted Subsidiary after giving effect to such Disposition, shall promptly at the request of the BorrowerCompany be released by the Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, at any time such Subsidiary thereafter qualifies as an Restricted Subsidiary, the Company shall cause to be delivered to the Administrative Agent all documents required to be delivered by Section 6.14 with respect to such Subsidiary in the timeframes set forth therein.

Fundamental Changes. Other than as contemplated under the Merger TransactionThe Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom:therefrom and the Company is in compliance, on a pro forma basis, with the provisions of Section 10.1(b) and Section 10.1(c): (a) any Person may merge into an Obligor in a transaction in which such Obligor is the surviving Person (provided that the Company must be the survivor of any merger involving the Company), subject to the requirements of Section 9.13, (ii) any Person may merge with or into a Subsidiary (other than an Obligor), (iii) any Obligor or any Subsidiary may sell, lease, transfer or otherwise dispose of its assets to another Obligor or another Subsidiary, subject to the requirements of Section 9.13, (iv) any Subsidiary (other than an Obligor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company, and (iv) an Obligor or any Subsidiary may sell, transfer or otherwise dispose of Equity Interests of a Subsidiary (other than an Obligor); (b) in connection with any acquisition permitted under Section 10.7, any Subsidiary of the Borrower Company may merge into or consolidate with any other Person or permit any other Person to merge into (i) the Borroweror consolidate with it; provided that the Borrower Person surviving such merger shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another a Wholly-Owned Subsidiary of the Borrower, a Loan Party Company and shall be comply with the continuing or surviving Person and (B) when any wholly-owned Subsidiary requirements of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; andSection 9.13; (bc) any Subsidiary of the Borrower Company may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary of the Company; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the Borroweran Unencumbered Property Subsidiary, then the transferee must also be an Unencumbered Property Subsidiary; and (d) Dispositions permitted by Section 10.5(d) shall be permitted under this Section 10.4. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to (i) merge, dissolve or liquidate or consolidate with or into any other Person unless after giving effect thereto the Company is the sole surviving Person of such transaction and no Change of Control results therefrom or (ii) engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a wholly-owned Subsidiary State of the BorrowerUnited States of America or the District of Columbia. No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.4 from its liability under this Agreement or the Notes.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Restricted Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Restricted Subsidiaries; , provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (Bx) when any wholly-owned Restricted Subsidiary of the Borrower is merging with a non-another Restricted Subsidiary, such wholly-owned Subsidiary of the Borrower, the wholly-owned Restricted Subsidiary shall be the continuing or surviving Person; and, and (y) if when any Guarantor is merging with a Restricted Subsidiary that is not a Guarantor, such Guarantor shall be the continuing or surviving Person; (b) any Subsidiary of Loan Party (other than the Borrower Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (c) any Subsidiary that is not a Loan Party may Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; provided that if the transferor and (d) in such a transaction is a wholly-owned connection with any acquisition permitted under Section 7.03, any Restricted Subsidiary of the Borrower, then Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the transferee must also Person surviving such merger shall be a wholly-owned Restricted Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person; (e) in connection with any acquisition permitted by Section 7.03(i)(ii), any Joint Venture Subsidiary may merge or consolidate into any other Person or permit any Person to merge into or consolidate with it; and (f) any Joint Venture Subsidiary may merge with or Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to another Joint Venture Subsidiary.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, divide, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person or Person, (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the BorrowerSubsidiary, a Loan Party Subsidiary Guarantor shall be the continuing or surviving Person and or (Biii) when any wholly-owned Subsidiary of the Borrower is merging with Person in order to effect any Investment permitted pursuant to Section 7.02, provided that a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person (and if a Subsidiary Guarantor is party to such transaction, a Subsidiary Guarantor shall be the surviving Person; and); (b) any Subsidiary the Borrower may merge or consolidate with another corporation or entity which merger or consolidation merely effects the form or domicile of the Borrower without changing the respective holdings of Equity Interests in the Borrower (or in the surviving entity) by stockholders and pursuant to which all obligations of the Borrower in respect of this Agreement are and remain obligations of the surviving entity; provided that the surviving entity shall be organized under the laws of a political subdivision of the United States; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to a Loan Partythe Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Borrower or a wholly-owned Subsidiary of Guarantor; and (d) any Subsidiary may divide; provided that if the Borrowerdividor in such a transaction is a Subsidiary Guarantor, then the newly formed entities must be Subsidiary Guarantors.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Guarantor is merging with another Subsidiary of the Borrower, that is not also a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerGuarantor, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or dissolution or otherwise) to a Loan Partythe Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Borrower or a Guarantor; (c) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be (other than with respect to directors’ qualifying shares of Foreign Subsidiaries held pursuant to a requirement of applicable Law) a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be a Loan Party; and (d) any Disposition permitted under Section 7.05 (other than subsection (e) thereof) is permitted under this Section 7.04.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge merge, liquidate or dissolve into, or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; Subsidiaries of the Borrower, provided that (Ai) when if any Loan Party Guarantor is merging with, liquidating into or consolidating with another Subsidiary of the BorrowerBorrower that is not a Guarantor, a Loan Party such Guarantor shall be the continuing or surviving Person and (Bii) when if any wholly-owned Subsidiary of Guarantor party to the Borrower Pledge Agreement is merging with, liquidating into or consolidating with a non-wholly-owned Subsidiary of another Guarantor that is not party to the BorrowerPledge Agreement, the wholly-owned Subsidiary shall surviving Guarantor must also be a party to the continuing or surviving Person; andPledge Agreement; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Subsidiary of the Borrower; provided that (i) if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Borrower or a Guarantor, (ii) if the transferor is a party to the Pledge Agreement, then the transferee must be a wholly-owned Subsidiary party to the Pledge Agreement and (iii) if the Equity Interests of the Borrowertransferor constitute Collateral, then the Equity Interests of the transferee must constitute Collateral; and (c) Dispositions permitted by Section 7.05(d), (e) and (f) shall be permitted.

Fundamental Changes. Other than as contemplated under the Merger TransactionWith respect to any Loan Party, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower Guarantor may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned other Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; andGuarantors; (b) any Subsidiary of the Borrower Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Subsidiary Guarantor; (c) any Subsidiary Guarantor may merge with any third party; provided that (i) such merger is part of one or more transactions constituting an Investment permitted in accordance with the terms and conditions of this Agreement and (ii) immediately following such merger, the surviving entity remains or becomes, as applicable, a Subsidiary Guarantor; and (d) any Subsidiary Guarantor may merge with any other Person if (i) such merger is for the transferor sole purpose of causing a change in the jurisdiction of organization of such a transaction is a wholly-owned Subsidiary Guarantor, (ii) the percentage share of the Borrower, then the transferee must also be a wholly-owned Subsidiary ’s and CCPT III’s ownership of the BorrowerEquity Interests of such Subsidiary Guarantor, in the aggregate, is not changed, (iii) the Person merged with the applicable Subsidiary Guarantor does not have any material liabilities, obligations or other Indebtedness or any material Contractual Obligations of any type and (iv) immediately following such merger, the surviving entity remains or becomes, as applicable, a Subsidiary Guarantor.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of (other than the Borrower Receivables Subsidiary) may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with another Subsidiary, a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving PersonPerson and (iii) any Subsidiary may merge in connection with a transaction permitted under Section 7.02(f); and (b) any Subsidiary of (other than the Borrower Receivables Subsidiary) may Dispose of all or substantially all of its assets (upon merger, voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerSubsidiary, then the transferee must also either be the Company or a wholly-owned Subsidiary; provided further that Dispositions of assets to a Foreign Subsidiary must be permitted under Section 7.02(g)(iii), Section 7.02(j) or Section 7.05(i); For the avoidance of doubt, the BorrowerReceivables Subsidiary may not merge with, or Dispose of any or all of its assets to, any other Person, other than (i) Dispositions permitted under Section 7.05(g) or (ii) in connection with the termination of any receivables facility when no Event of Default has occurred and is continuing.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of (other than the Borrower Receivables Subsidiary) may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with another Subsidiary, a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving PersonPerson and (iii) any Subsidiary may merge in connection with a transaction permitted under Section 6.02(f); and (b) any Subsidiary of (other than the Borrower Receivables Subsidiary) may Dispose of all or substantially all of its assets (upon merger, voluntary liquidation liquidation, dissolution or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerSubsidiary, then the transferee must also either be the Company or a wholly-owned Subsidiary; provided further that Dispositions of assets to a Foreign Subsidiary must be permitted under Section 6.02(g)(iii), Section 6.02(j) or Section 6.05(i); For the avoidance of doubt, the BorrowerReceivables Subsidiary may not merge with, or Dispose of any or all of its assets to, any other Person, other than (i) Dispositions permitted under Section 6.05(g) or (ii) in connection with the termination of any receivables facility when no Event of Default has occurred and is continuing.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary (other than the Borrower) may merge, consolidate or amalgamate with (i) one of the Loan Parties, provided such Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging, consolidating or amalgamating with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (b) the Borrower may merge merge, consolidate or consolidate amalgamate with one of the Loan Parties or into a Subsidiary, provided (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another a Domestic Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of shall become the Borrower, subject to the wholly-owned Subsidiary shall be consent of the continuing or surviving PersonAdministrative Agent and each Lender required by Section 10.06(a); and (bc) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan PartyLimited or any Subsidiary; provided that (i) if the transferor in such a transaction is a wholly-owned Subsidiary of Guarantor, then the transferee must either be the Borrower or a Guarantor and (ii) if the transferor in such a transaction is the Borrower, then the transferee must also be a wholly-owned Domestic Subsidiary that becomes the Borrower, subject to the consent of the BorrowerAdministrative Agent and each Lender required by Section 10.06(a); and (d) Limited or any Subsidiary may make any Acquisition or Disposition permitted by Section 7.02 or 7.05 (other than Section 7.05(f)).

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Borrower or any Subsidiary of the Borrower may merge or consolidate with or into (i) the a Borrower; , provided that the such Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; Subsidiaries (other than a Borrower), provided that (A) when any Loan Party Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan PartyBorrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be a Borrower or a Guarantor; (c) in connection with any Permitted Acquisitions or Permitted Business Acquisitions, any Subsidiary of a Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of such Borrower and (ii) in the case of any such merger to which any Loan Party (other than a Borrower) is a party, such Loan Party is the surviving Person; (d) No Loan Party will, or will permit any of its Subsidiaries to, form any new Subsidiary which is a Foreign Subsidiary, except to the extent permitted under the definition of “Permitted Foreign Subsidiary Loan and Investment”; and (e) Any Loan Party (other than a Borrower) that is a corporation may convert to a limited liability company so long as (a) the Organization Documents of such limited liability company are substantially similar to the Organization Documents of any other Loan Party that is a limited liability company on the Restatement Effective Date, (b) the Administrative Agent is satisfied, in its sole and absolute discretion, that the liabilities and obligations of such Loan Party under the Loan Documents continue to be vested in the converted Loan Party, (c) the Administrative Agent is provided not less than 10 Business Days prior written notice of such conversion) and (d) after the occurrence of any Springing Lien Trigger Event the converted Loan Party shall take all actions as may be required to preserve the validity and perfection of the Liens under the Collateral Documents.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or dissolve or liquidate into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Guarantor is merging with another Subsidiary of Subsidiary, the Borrower, a Loan Party Guarantor shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be or the continuing or surviving Person; andPerson shall become a Guarantor pursuant to the terms of the Guaranty; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Borrower or a wholly-owned Guarantor; and (c) The Borrower or any Subsidiary may merge with any Person in a transaction that would be an acquisition or Investment that is permitted under this Agreement; provided that (i) if the Borrower is a party to such merger, it shall be the continuing or surviving Person, or (ii) if any Guarantor a party to such merger, such Guarantor shall be the continuing or surviving Person or the continuing or surviving Person shall become a Guarantor pursuant to the terms of the BorrowerGuaranty.

Fundamental Changes. Other than as contemplated under the Merger TransactionEnter into any merger, mergeconsolidation or amalgamation, dissolve, or liquidate, consolidate with wind up or into another Person, dissolve itself (or suffer any liquidation or dissolution) or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)business, except that, so long as no Default or Event of Default exists or would result therefrom: (a) (i) any Subsidiary of the Borrower Parent may merge be merged or consolidate consolidated with or into the Parent (i) the Borrower; provided that the Parent shall be the continuing or surviving corporation) or with or into any Guarantor (provided that (x) if any such transaction is between a Guarantor and a Subsidiary that is not a Guarantor, a Guarantor shall be the continuing or surviving entity and (y) if any such transaction is between a Borrower and any Subsidiary that is not a Borrower, a Borrower shall be the continuing or surviving Person or entity) and (ii) any one Subsidiary that is not a Guarantor may be merged with or more into any other Subsidiaries; Subsidiary (provided that (A) when that, if any Loan Party such transaction is merging with another between a Domestic Subsidiary of the Borrowerand a Foreign Subsidiary, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned such Domestic Subsidiary shall be the continuing or surviving Person; andentity except to the extent permitted under Section 7.8); (b) (i) any Subsidiary of the Borrower Parent may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or any Guarantor, (ii) any Subsidiary that is not a Loan Party; provided that if the transferor in such a transaction is a wholly-owned Guarantor may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to any other Subsidiary and (iii) any Subsidiary of the BorrowerParent may Dispose of all or substantially all of its assets pursuant to a Disposition permitted by Section 7.5 (other than pursuant to Section 7.5(c)(i)); provided that, then for the transferee must also be a wholly-owned avoidance of doubt, any Subsidiary of the Parent that only holds Capital Stock of other Subsidiaries of the Parent (a “Subsidiary Holding Company”) may consummate any sale of all or substantially all of its assets that would be permitted under this Section 7.4(b) with respect each such Subsidiary or Subsidiaries held by such Subsidiary Holding Company; (c) any Subsidiary (other than a Borrower) may be liquidated as long as the proceeds of such liquidation (after satisfying all Contractual Obligations of such Subsidiary) are distributed to the holders of the Capital Stock of such Subsidiary on an approximately ratable basis (based on their respective equity ownership interests in such Subsidiary); and (d) Parent and its Subsidiaries may consummate the Transactions.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge with any other Borrower or consolidate may Dispose of all or substantially all of its assets to any other Borrower; (b) any Subsidiary may merge with or into (i) the a Borrower; , provided that the such Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (bc) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan PartyBorrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be a wholly-owned Subsidiary Borrower or a Guarantor; (d) any of the BorrowerBorrowers (other than the Principal Borrower and Highwoods Realty) or Guarantors may be merged into or consolidated with any other Borrower or Guarantor so long as the surviving entity is a Borrower or Guarantor; and (e) all or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition is permitted pursuant to Section 7.05.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the BorrowerSubsidiary, a Loan Party shall be the continuing or surviving Person and (B) when any shall be a wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; andGuarantor; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to a Loan Partywholly-owned Subsidiary; provided that if a Subsidiary Guarantor may make such Disposal only to the transferor in such a transaction is Borrower or a wholly-owned Subsidiary Guarantor; (c) any Subsidiary which is not a Loan Party may dispose of all or substantially all its assets to the BorrowerBorrower or another Subsidiary; (d) any Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it to the extent the transaction constitutes a Disposition permitted pursuant to Section 7.05 hereof; and (e) in connection with any acquisition permitted under Section 7.03, then any Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the transferee must also Person surviving such merger shall be a wholly-wholly owned Subsidiary of and the BorrowerPerson surviving any such merger involving a Subsidiary Guarantor shall be a Subsidiary Guarantor; provided, however, that in each case, immediately after giving effect thereto, no Default shall have occurred and be continuing.

Fundamental Changes. Other than as contemplated under the Merger TransactionThe Parent shall not, nor shall it permit any Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (aA) any Subsidiary of the Borrower that is a Guarantor may merge or consolidate with or into (i) the Borrower; provided that Borrower so long as the Borrower shall be is the continuing or surviving Person or (ii) another Guarantor; (B) any Subsidiary that is not a Guarantor may merge with (i) the Borrower or a Guarantor so long as the Borrower or such Guarantor is the continuing or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) Subsidiaries so long as when any Loan Party wholly owned Subsidiary is merging with another Subsidiary of the BorrowerSubsidiary, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-wholly owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; (C) the Parent and its Subsidiaries may make Permitted Dispositions; (D) any Permitted Investment may be structured as a merger, consolidation or amalgamation; and (bE) any Subsidiary of (other than the Borrower Borrower) may Dispose of all dissolve, liquidate or substantially all wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its assets (upon voluntary liquidation or otherwise) to a Loan Party; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the Borrower, then the transferee must also be a wholly-owned Subsidiary of the Borrowerexistence and good standing.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, with respect to clauses (a) through (d) so long as no Default or Event of Default or, to the knowledge of Holdings, Default exists or and no Default would result therefrom: (a) any Subsidiary of the Borrower (other than a Disqualified Subsidiary) may merge or consolidate with or into (i) Holdings or the Borrower; , provided that Holdings or the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party (other than Holdings) is merging with another Subsidiary of the Borrowerthat is not a Loan Party, a such Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; and; (b) any Subsidiary of Loan Party (other than the Borrower Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (c) any Subsidiary that is not a Loan PartyParty may dispose of all or substantially all its assets to (i) another Subsidiary which is not a Loan Party or (ii) to a Loan Party for no consideration, or, in the case of this clause (ii), pursuant to a Disposition which is in the nature of a liquidation; (d) in connection with any acquisition permitted under Section 7.03, any Subsidiary of Holdings (other than the Borrower) may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that if the transferor in Person surviving such merger shall be a transaction is a wholly-wholly owned Subsidiary of Holdings; provided further that if the Subsidiary of Holdings involved in such merger or consolidation is a Guarantor then the surviving entity shall also be a Guarantor; and (e) in the case of any Subsidiary other than the Borrower, then the transferee must also be pursuant to a wholly-owned Subsidiary of the Borrowertransaction otherwise permitted by Section 7.05 (other than Section 7.05(g)).

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefromprior to and/or after giving effect thereto: (a) any Subsidiary of the Borrower may merge or consolidate with or into (ix) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (iiy) any one or more other Restricted Subsidiaries; , provided that (A) when any Loan Party Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and, and provided, further that, in the case of both clause (x) and (y), any Subsidiary which is an Unrestricted Subsidiary at the time of the applicable merger (1) must meet the criteria set forth in the definition of “Restricted Subsidiary” for conversion to a Restricted Subsidiary immediately prior to the occurrence of the applicable merger and (2) shall be treated in all respects as a Restricted Subsidiary during all periods of determination for purposes of calculating Consolidated EBITDA; (b) any Subsidiary of the Borrower or any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or dissolution or otherwise) to a Loan Partythe Borrower or to another Restricted Subsidiary; provided that (i) if the transferor in such a transaction is the Borrower, then the transferee must be a Guarantor and (ii) if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Borrower or a wholly-owned Subsidiary Guarantor; (c) Dispositions in accordance with the terms of Section 7.05; and (d) any Permitted Acquisition permitted by Section 7.07 may be structured as a merger, consolidation or amalgamation, so long as the BorrowerBorrower or a Loan Party is the surviving Person.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that (x) the Borrower shall be the continuing or surviving Person and (y) such merger does not result in the Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary that is a Subsidiary Guarantor is merging with another Subsidiary of the BorrowerSubsidiary, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (bi) any Subsidiary that is not a Subsidiary Guarantor may merge or consolidate with or into any other Subsidiary that is not a Subsidiary Guarantor (provided that (A) the Borrower shall own, directly or indirectly, Equity Interests representing a percentage of the aggregate ordinary voting power and aggregate equity value represented by the issued and outstanding Equity Interests in such surviving Subsidiary that is equal to or greater than the percentage of the aggregate ordinary voting power and the aggregate equity value represented by the issued and outstanding Equity Interests that were owned immediately prior to such merger or consolidation, directly or indirectly, by the Borrower in such other merged or consolidated Subsidiary, and (B) if any Person other than the Borrower or a Subsidiary Guarantor receives any consideration in connection with such transaction, such transaction shall comply with the provisions of Section 7.02) and (ii) any Subsidiary may liquidate or dissolve or change its legal form (provided that (A) such transaction shall not reduce the Borrower’s direct or indirect share of the aggregate ordinary voting power and aggregate equity value in such Subsidiary, (B) if such Subsidiary is a Subsidiary Guarantor it shall continue to be a Subsidiary Guarantor, (C) the Borrower or the Subsidiary shall comply with its obligations under Sections 6.11 and 6.13 in connection with such transaction and (D) such transaction shall have been undertaken for a valid purpose (which includes the reduction of taxes for direct or indirect owners of Equity Interests in the Borrower) and shall not be disadvantageous to the Lenders in any manner); (c) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party; the Borrower or to another Subsidiary, provided that (i) if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Borrower or a Subsidiary Guarantor or (ii) to the extent constituting an Investment, such Investment must be a wholly-owned Subsidiary permitted Investment in accordance with Section 7.02; (d) the Acquisition shall be permitted in accordance with the terms of the BorrowerAcquisition Agreement; and (e) so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05; provided that in the case of clauses (a), (b) and (c) above, (x) the security interest of the Administrative Agent in the property of such person formed by such merger or consolidation (or such Person resulting from such change in corporate form) shall be no less favorable than the security interest of the Administrative Agent in the property of the Borrower or Subsidiary prior to such merger or consolidation (or change in corporate form) and (y) except in the case of clause (a)(i) above, the Guarantee by such Person formed by such merger or consolidation (or such Person resulting from such change in corporate form) of the Obligations shall be no less favorable to the Lenders than the Guarantees of the Obligations of the Subsidiary prior to such merger or consolidation (or change in corporate form), in each case, as reasonably determined by the Administrative Agent.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower Operating Partnership (other than the Borrower) may merge or consolidate with or into (i) the Borrower; Operating Partnership, provided that the Borrower Operating Partnership shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; Subsidiaries of the Operating Partnership (other than the Borrower), provided that (A) when if any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the Borrower, Operating Partnership that is not a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerGuarantor, the wholly-owned Subsidiary Guarantor party to such merger shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may merge with the Borrower, provided that the Borrower shall be the continuing or surviving Person; (c) any Subsidiary of the Operating Partnership (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Operating Partnership or another Subsidiary of the Operating Partnership; provided that (i) if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also be a wholly-owned Subsidiary of the Borrower, the Operating Partnership or a Subsidiary Guarantor and (ii) if the property subject to such Disposition includes any Collateral, then, after giving effect to such Disposition, such property shall continue to constitute Collateral; and (d) Dispositions permitted by Section 7.05(d), (e) or (f) shall be permitted under this Section 7.04.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its the assets of any Loan Party or any Subsidiary (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) that, after the Springing Guaranty Date, when any Loan Party Guarantor is merging with another Subsidiary of that is not a Guarantor, the Borrower, a Loan Party Guarantor shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be or the continuing or surviving Person; andPerson shall promptly thereafter become a Guarantor; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Subsidiary; provided that that, after the Springing Guaranty Date, if the transferor in such a transaction is a wholly-Guarantor, then the transferee must either be the Borrower or a Guarantor or the transferee shall promptly thereafter become a Guarantor; (c) in connection with any acquisition permitted under Section 8.02, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower; (d) any Disposition permitted by Section 8.05; and (e) any Subsidiary that is not a Material Subsidiary may dissolve or liquidate; provided, then however, that in each case, immediately after giving effect thereto, in the transferee must also be case of any such merger to which the Borrower is a wholly-owned Subsidiary of party, the BorrowerBorrower is the surviving corporation.

Fundamental Changes. Other than as contemplated under the Merger TransactionSubject to Section 6.05(a)(ii), merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the a Borrower; , provided that the such Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that except as set forth in clause (Ac) below, when any Loan Party Guarantor is merging with another Subsidiary of the BorrowerSubsidiary, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be a Guarantor or shall become a Guarantor within the continuing or surviving Person; andtimeframe set forth in Section 6.13; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan PartyBorrower or to another Subsidiary; provided that except as set forth in clause (c) below, if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be a wholly-Borrower or a Guarantor; and (c) subject to Section 6.13, any Subsidiary may merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions, including pursuant to an insolvency or other proceeding intended to adjudicate or preserve the rights of creditors) all or substantially all of its assets (whether now owned Subsidiary or hereafter acquired) to or in favor of any Person, in each case so long as both before and immediately after giving pro forma effect to such transaction or series of transactions (i) no Default shall then exist and (ii) the Loan Parties shall be in compliance with Section 7.11 as of the Borrowermost recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 hereof.

Fundamental Changes. Other than as contemplated under the Merger Transaction(a) Merge, merge, dissolve, liquidate, combine or consolidate with or into another any Person, or Dispose liquidate or wind up or dissolve itself (or suffer any liquidation or dissolution), or sell, lease, assign, transfer or otherwise dispose of, all or substantially all of (its Property, business or assets, whether in one a single transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division), except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into for (i) the Borrower; provided that the Borrower shall be the continuing mergers or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary consolidations of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary with another wholly-owned Subsidiary; provided that if any party to any such transaction is Borrower, the surviving entity of such transaction shall be Borrower; and if any party to any such transaction is an Obligor that is not Borrower, the Borrower is merging with surviving entity of such transaction shall be an Obligor; (ii) mergers or consolidations of a non-wholly-owned Subsidiary into Borrower; (iii) sales, leases, transfers or other dispositions by a Subsidiary (the “Transferring Subsidiary”) of the Borrower, the wholly-owned Subsidiary shall be the continuing any or surviving Person; and (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, winding up or dissolution (which shall be permitted so long as such Subsidiary’s assets are disposed of in accordance with this clause (iii)) or otherwise) to a Loan Partyany other Subsidiary; provided that if the transferor in such a transaction Transferring Subsidiary is a wholly-owned Subsidiary Guarantor, such sale, lease, transfer or disposition shall be to an Obligor and if such Transferring Subsidiary is a Subsidiary of the Borrower, then such sale, lease, transfer or disposition shall be to Borrower; and (iv) Permitted Acquisitions. (b) Solely in the transferee must also be a wholly-owned Subsidiary case of an Obligor, change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; change its form or state of organization, except in each case under this clause (b) if (I) such Obligor shall have given Agent ten (10) Business Days prior written notice thereof and (II) Agent shall have taken all steps reasonably deemed necessary by Agent to maintain the Borrowervalidity, enforceability, perfection and priority of Agent’s security interest in the Collateral of such Obligor, and Obligor shall have executed and delivered such documents, instruments and agreements requested by Agent in connection therewith.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate amalgamate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging or amalgamating with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Company or a wholly-owned Subsidiary Guarantor; (c) any Subsidiary that is not a Subsidiary Guarantor may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; (d) in connection with Acceptable Acquisition permitted under Section 7.02(g), any Subsidiary of the BorrowerCompany may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that in the case of any such merger or amalgamation to which any Loan Party (other than the Company) is a party, the surviving or continuing Person is, or becomes upon consummation in accordance with Section 6.12, a Loan Party; and (e) the Company may merge with and into a Domestic Subsidiary in order to effect a change of the state of incorporation of the Company; provided that, with respect to each of the above involving any Loan Party, (x) the Company shall notify the Administrative Agent not less than ten (10) Business Days prior to such event and (y) the surviving Person shall, if applicable, assume the obligations of the merged Person pursuant to any of the Loan Documents and shall execute such documents and agreements as may be reasonably required by the Administrative Agent in connection therewith.

Fundamental Changes. Other than as contemplated under the Merger Transaction, merge, dissolve, liquidate, (a) Merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any Person of its Subsidiaries (including, in each case, pursuant to a Delaware LLC Division)whether now owned or hereafter acquired) or liquidate or dissolve; provided, except thatthat if at the time thereof and immediately after giving effect thereto, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into shall have occurred and be continuing (i) the Borrower; provided that Borrower or any Subsidiary may merge with a Person if the Borrower shall be (or such Subsidiary if the continuing or Borrower is not a party to such merger) is the surviving Person or Person, (ii) any one or more other SubsidiariesSubsidiary may merge into another Subsidiary; provided provided, that (A) when if any Loan Party party to such merger is merging with another Subsidiary of a Guarantor, the Borrower, a Loan Party Guarantor shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; and , (biii) any Subsidiary of the Borrower may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Loan Party and (upon voluntary iv) any Subsidiary (other than a Guarantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise) dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Loan Party; provided Person that if the transferor in such a transaction is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4. (b) Engage in any business other than businesses of the Borrower, then type conducted by the transferee must also be a wholly-owned Subsidiary of Borrower and its Subsidiaries on the Borrowerdate hereof and businesses reasonably related thereto.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, divide, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person or Person, (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary of the Borrower, a Loan Party Guarantor shall be the continuing or surviving Person and or (Biii) when any wholly-owned Subsidiary of the Borrower is merging with Person in order to effect any Investment permitted pursuant to Section 7.02, provided that a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person (and if a Subsidiary Guarantor is party to such transaction, a Subsidiary Guarantor shall be the surviving Person; and); (b) any Subsidiary the Borrower may merge or consolidate with another corporation or entity which merger or consolidation merely effects the form or domicile of the Borrower without changing the respective holdings of Equity Interests in the Borrower (or in the surviving entity) by stockholders and pursuant to which all obligations of the Borrower in respect of this Agreement are and remain obligations of the surviving entity; provided that the surviving entity shall be organized under the laws of a political subdivision of the United States; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to a Loan Partythe Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Borrower or a wholly-owned Subsidiary of Guarantor; and (d) any Subsidiary may divide; provided that if the Borrowerdividor in such a transaction is a Subsidiary Guarantor, then the newly formed entities must be Subsidiary Guarantors.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, wind-up, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (includingor, in each case, pursuant with respect to a Delaware LLC Division)Co-Borrower, change its structure as a corporation, except that, so long as no Default or Event of Default exists or would result therefrom:, (a) Holdings and its Subsidiaries may consummate Permitted Acquisitions; (b) any Subsidiary of the Borrower may merge or consolidate with or into (i) the a Co-Borrower; , provided that the such Co-Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (bc) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan PartyCo-Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be a whollyCo-owned Borrower or a Guarantor; (d) any Subsidiary that is not a Loan Party may merge or consolidate with or into, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets or all or substantially all of the Capital Stock of any of its Subsidiaries to, any Subsidiary that is not a Loan Party so long as such transaction could not reasonably be expected to have a Material Adverse Effect; (e) any Subsidiary of any Co-Borrower may merge or consolidate with or into, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets or all or substantially all of the Capital Stock of any of its Subsidiaries to, any Person so long as such transaction is otherwise permitted under Section 7.13, and if such Subsidiary was a Loan Party immediately prior to effecting any such transaction, the surviving entity is a Loan Party; and (f) any Subsidiary (other than a Co-Borrower) may liquidate or dissolve if (i) Co-Borrowers determine in good faith that such action is in the interest of the Co-Borrowers and its Subsidiaries, (ii) such transaction is not disadvantageous in any material respect to the rights or interest of the Administrative Agent or the Lenders and (iii) the assets of such Subsidiary are transferred to a Loan Party.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Restricted Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Restricted Subsidiaries; , provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (Bx) when any wholly-owned Restricted Subsidiary of the Borrower is merging with a non-another Restricted Subsidiary, such wholly-owned Subsidiary of the Borrower, the wholly-owned Restricted Subsidiary shall be the continuing or surviving Person; and, and (y) if when any Guarantor is merging with a Restricted Subsidiary that is not a Guarantor, such Guarantor shall be the continuing or surviving Person; (b) any Subsidiary of Loan Party (other than the Borrower Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (c) any Subsidiary that is not a Loan Party may Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party; provided that to the extent any such Disposition constitutes an Investment only if the transferor such Investment is permitted under Section 7.03; or (ii) a Loan Party; and (d) in such a transaction is a wholly-owned connection with any acquisition permitted under Section 7.03, any Restricted Subsidiary of the Borrower, then Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the transferee must also Person surviving such merger shall be a wholly-owned Restricted Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person; and (e) any Joint Venture Subsidiary may merge with or Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to another Joint Venture Subsidiary.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) subject to Section 6.14, any Subsidiary of may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Borrower Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a Loan Party; series of transactions, provided that if such Disposition or Dispositions satisfy the transferor requirements of Section 7.05(h); and (e) any Subsidiary which has Disposed of all or substantially all of its assets in such a transaction is a wholly-owned Subsidiary accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that the Borrower, then the transferee must also be a wholly-owned Subsidiary Loan Parties shall not make any Disposition in respect of the Borrowerany Collateral.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Specified Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or dissolve or liquidate into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Guarantor is merging with another Subsidiary of Subsidiary, the Borrower, a Loan Party Guarantor shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be or the continuing or surviving Person; andPerson shall become a Guarantor pursuant to the terms of the Guaranty; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-Guarantor, then the transferee must either be the Borrower or a Guarantor or shall become a Guarantor pursuant to the terms of the Guaranty; and (c) in connection with any acquisition permitted under Section 7.02, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower; provided, then however, that in each case, immediately after giving effect thereto, in the transferee must also be case of any such merger to which the Borrower is a wholly-owned Subsidiary of party, the BorrowerBorrower is the surviving corporation.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (includingPerson, in each case, pursuant or permit any Subsidiary Guarantor to a Delaware LLC Division), except that, so long as no Default or Event do any of Default exists or would result therefrom: the foregoing provided that (a) any Subsidiary of the Borrower Guarantor may merge or consolidate with with, or into (i) the Borrower; provided that the Borrower shall be the continuing dispose of all or surviving Person substantially all of its assets to or (ii) any one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary in favor of the Borrower, a Loan Party shall be the continuing Company or surviving Person and (B) when any wholly-owned other Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving PersonGuarantor; and (b) any Subsidiary Guarantor with assets having a book value of less than $1,000,000 may liquidate, dissolve or merge or consolidate with the Company or any other Subsidiary Guarantor of the Borrower Company, so long as, in the cases of clauses (a) and (b) above, if the Company is party to any such transaction, it shall be the surviving or continuing Person after the consummation thereof; and (c) the Company may merge or consolidate with, or Dispose of all or substantially all of its assets to or in favor of any Person so long as (upon voluntary liquidation i) either (A) the Company is the surviving or otherwisecontinuing Person after such merger or consolidation or (B) the surviving or continuing Person after such merger or consolidation, or the Person to a Loan Party; provided that if which such Disposition is made, as the transferor in such a transaction case may be, is a wholly-owned Subsidiary incorporated or organized under the laws of any State of the BorrowerUnited States and such corporation expressly assumes all obligations of Company under this Agreement and the other Note Documents pursuant to written agreements reasonably satisfactory to the Administrative Agent, then (ii) after giving effect to such transaction, the transferee must also be Company or such other corporation, as the case may be, has a wholly-owned Subsidiary Consolidated Net Worth at least equal to the Consolidated Net Worth of the BorrowerCompany prior to giving effect to such transaction, (iii) no Default or Event of Default has occurred and is continuing either prior to or after giving effect to such transaction and (iv) prior to and after giving effect to such transaction, the Company is in compliance with the financial covenants set forth under Section 6.14 hereto on a pro forma basis.

Fundamental Changes. Other than as contemplated under the Merger TransactionMerge, mergeamalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person Person, except that: (includinga) (i) any Debtor (other than a Borrower or any Foreign Debtor) may merge or amalgamate with any other Debtor (other than any Foreign Debtor), (ii) any Non-Debtor Subsidiary may merge or amalgamate with the Company (for so long as it is not a Debtor) or one or more Non-Debtor Subsidiaries, (iii) any Foreign Debtor (other than the Company or Basell GmbH) may merge or amalgamate with any other Foreign Debtor (other than the Company or Basell GmbH) and (iv) any Borrower may merge or amalgamate with any other Borrower; provided that, in each case, pursuant to a Delaware LLC Division), except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) when any Person that is a Loan Party is merging with another Subsidiary of the Borrowera Subsidiary, a Loan Party shall be the continuing or surviving Person or such Subsidiary shall become a Loan Party under the terms hereof; (i) any Debtor (other than a Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Debtor (other than any Foreign Debtor), (ii) any Non-Debtor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company (for so long as it is not a Debtor) or to another Non-Debtor Subsidiary, (iii) any Foreign Debtor (other than the Company or Basell GmbH) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Foreign Debtor and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (biv) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partyany other Borrower; provided that that, in each case, if the transferor in such a transaction is a whollyGuarantor, then (i) the transferee must be a Loan Party or become a Loan Party or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary which is not a Loan Party in accordance with Section 7.02 (other than Section 7.02(e)) and 7.03, respectively; and (c) any non-owned Material Subsidiary of the Company (other than a Borrower, then ) may dissolve or liquidate so long as at the transferee must also be a whollytime of such dissolution or liquidation such non-owned Material Subsidiary of the Borrowerhas no or only de minimis assets.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) subject to Section 6.14, any Subsidiary of may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12;provided that (i) if the Borrower Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Company or a wholly-owned Subsidiary Guarantor; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(g) and in the case of a Disposition of a dealership Subsidiary, Section 7.19; and (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement (i) may be dissolved or have its entity status terminated and (ii) at the request of the Company, be released by the Administrative Agent and the Revolving Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, if at any time thereafter the Company requests that such Subsidiary be designated as a New Vehicle Borrower, the Company shall cause to be delivered to the Administrative Agent all documents required to be delivered by Section 6.14 with respect to such Subsidiary in the timeframes set forth therein.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Restricted Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Restricted Subsidiaries; , provided that each of the following must be satisfied: (A) when any Loan Party Wholly Owned Restricted Subsidiary is merging with a Restricted Subsidiary that is not Wholly Owned by the Company, the surviving Person shall be a Wholly Owned Restricted Subsidiary; (B) when any Foreign Borrower is merging with another Restricted Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person shall: (1) be such Foreign Borrower; or (2) (x) become a Foreign Borrower substantially simultaneously with such merger and assume all of the obligations of the non-surviving or non-continuing Foreign Borrower pursuant to documentation (including, if reasonably requested by the Administrative Agent, legal opinions) in form and substance reasonably satisfactory to the Administrative Agent; and (By) be organized in a jurisdiction that is either (I) the same jurisdiction as that of the Foreign Borrower that merged into such Person, (II) a jurisdiction in which another then-existing Foreign Borrower is organized or (III) a jurisdiction approved by each of the Lenders; and (C) when any wholly-owned Subsidiary of the Borrower Guarantor is merging with a non-wholly-owned Subsidiary of the Borroweranother Restricted Subsidiary, the wholly-owned Subsidiary shall be (1) the continuing or surviving Personperson shall be such Guarantor or become a Guarantor substantially simultaneously with such merger and assume all of the obligations of the non-surviving or non-continuing Guarantor pursuant to documentation (including, if reasonably requested by the Administrative Agent, legal opinions) in form and substance reasonably satisfactory to the Administrative Agent and (2) if either party is a Domestic Guarantor, the continuing or surviving Person shall be or become a Domestic Guarantor; and (b) any Restricted Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Restricted Subsidiary; provided that (i) if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Company or a Guarantor and (ii) if the transferor is a Wholly Owned Restricted Subsidiary, the transferee must be a wholly-owned Subsidiary Wholly Owned Restricted Subsidiary; (c) the Company or any of its Restricted Subsidiaries may merge or consolidate with any Person acquired pursuant to an Investment permitted under Section 7.02(f)(ii), (g), (h) or (i); provided that: (i) if such merger or consolidation involves the Company, the Company shall be the continuing or surviving Person; (ii) if such merger or consolidation involves a Foreign Borrower, the continuing or surviving person shall: (A) be such Foreign Borrower; or (1) become a Foreign Borrower substantially simultaneously with such merger or consolidation and assume all of the Borrowerobligations of the non-surviving or non-continuing Foreign Borrower pursuant to documentation (including, if reasonably requested by the Administrative Agent, legal opinions) in form and substance reasonably satisfactory to the Administrative Agent, and (2) be organized in a jurisdiction that is either (x) the same jurisdiction as that of the Foreign Borrower that merged or consolidated into such Person, (y) a jurisdiction in which another then-existing Foreign Borrower is organized or (z) a jurisdiction approved by each of the Lenders; and (iii) if such merger or consolidation involves any Guarantor, (A) the continuing or surviving Person shall be such Guarantor or become a Guarantor substantially simultaneously with such merger or consolidation and assume all of the obligations of the non-surviving or non- continuing Guarantor pursuant to documentation (including, if requested by the Administrative Agent, legal opinions) in form and substance reasonably satisfactory to the Administrative Agent and (B) if such Guarantor is a Domestic Guarantor, the continuing or surviving Person shall be or become a Domestic Guarantor; and (d) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge or consolidated with another Person, liquidate or transfer all or substantially all of its assets to another Person to effect a Disposition permitted under Section 7.05.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactionstransactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; Subsidiaries of the Borrower, provided that (A) when if any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the BorrowerSubsidiary, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary Guarantor party to such merger shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, pursuant to a Division or otherwise) to a Loan Partythe Borrower or to another Subsidiary of the Borrower; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Borrower or a wholly-owned Subsidiary Guarantor; and provided, further, that if any Subsidiary Guarantor consummates a Division, then, to the extent applicable, the Borrower must comply with the obligations set forth in Section 6.12 with respect to each Division Successor; and (c) Dispositions permitted by Section 7.05(d) or (e) shall be permitted under this Section 7.04. Notwithstanding anything to the contrary contained herein, in no event shall the Borrower be permitted to (i) merge, dissolve or liquidate or consolidate with or into any other Person unless after giving effect thereto the Borrower is the sole surviving Person of such transaction and no Change of Control results therefrom, (ii) consummate a Division or (iiiii) engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a state of the BorrowerUnited States or the District of Columbia.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: : (a) any Subsidiary of the Borrower may merge merge, consolidate or consolidate amalgamate with any other Person (provided, that, if such merger, consolidation or into (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of amalgamation involves the Borrower, the wholly-owned Subsidiary shall be Borrower is the continuing or surviving Person); and (b) any Subsidiary may merge, consolidate or amalgamate with any other Subsidiary; (c) the Borrower or any Subsidiary may, (i) in one transaction or a series of transactions, Dispose of its assets, or (ii) in the case of any Subsidiary, liquidate or dissolve, so long as, in the case of any such Disposition, liquidation or dissolution pursuant to clause (c)(i) or clause (c)(ii) above, (A) after giving effect to such Disposition, liquidation or dissolution, the Borrower is in compliance with the financial covenant set forth in Section 7.09 as of the most recent fiscal quarter end for which the Borrower may Dispose was required to deliver financial statements pursuant to Section 6.01(a) or Section 6.01(b), and (B) such Disposition (whether in one transaction or in a series of transactions), such liquidation or such dissolution does not constitute or otherwise result in the Disposition of all or substantially all of the assets of the Borrower or the Borrower and its assets Subsidiaries, taken as a whole; (upon voluntary d) any Subsidiary (other than any Material Subsidiary) may be liquidated or dissolved if the Borrower determines in good faith that such liquidation or otherwise) to a Loan Party; provided that if dissolution is in the transferor in such a transaction is a wholly-owned Subsidiary best interests of the BorrowerBorrower and is not materially disadvantageous to the Lenders; and (e) the Borrower may merge with any other Person, then so long as the transferee must also be a wholly-owned Subsidiary of Borrower is the Borrowercontinuing or surviving Person.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person or Person, (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary of the Borrower, a Loan Party Guarantor shall be the continuing or surviving Person and or (Biii) when any wholly-owned Subsidiary of the Borrower is merging with Person in order to effect any Investment permitted pursuant to Section 7.02, provided that a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person (and if a Subsidiary Guarantor is party to such transaction, a Subsidiary Guarantor shall be the surviving Person); (b) the Borrower may merge or consolidate with another corporation or entity which merger or consolidation merely effects the form or domicile of the Borrower without changing the respective holdings of capital stock in the Borrower (or in the surviving entity) by stockholders and pursuant to which all obligations of the Borrower in respect of this Agreement are and remain obligations of the surviving entity; and (bc) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to a Loan Partythe Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Borrower or a wholly-owned Subsidiary of the BorrowerGuarantor.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Company or a wholly-owned Subsidiary Guarantor; (c) any Subsidiary that is not a Subsidiary Guarantor may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; (d) in connection with Acceptable Acquisition permitted under Section 7.02(g), any 86 Subsidiary of the BorrowerCompany may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that in the case of any such merger to which any Loan Party (other than the Company) is a party, the surviving Person is, or becomes upon consummation in accordance with Section 6.12, a Loan Party; and (e) the Company may merge with and into a Domestic Subsidiary in order to effect a change of the state of incorporation of the Company; provided that, with respect to each of the above, (x) the Company shall notify the Administrative Agent not less than ten (10) Business Days prior to such event and (y) the surviving Person shall, if applicable, assume the obligations of the merged Person pursuant to any of the Loan Documents and shall execute such documents and agreements as may be reasonably required by the Administrative Agent in connection therewith.

Fundamental Changes. Other than as contemplated under the Merger Transaction, merge, dissolve, liquidate, Merge or consolidate with or into another Personany Person or liquidate, wind-up or dissolve itself, or Dispose of (whether in one transaction permit or in a series of transactions) suffer any liquidation or dissolution or sell all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (includingassets, in each caseexcept, pursuant to a Delaware LLC Division), except that, that so long as no Default or Event of Default exists or would result therefrom: (a) any Solvent Subsidiary of the Borrower TTI may merge or consolidate with or into (i) the Borrower; TTI provided that the Borrower TTI shall be the continuing or surviving Person or corporation, (ii) with any one or more other SubsidiariesSolvent Subsidiaries of TTI (provided that if either party to such merger is a Guarantor, the surviving entity shall be a Guarantor), and (iii) with any joint ventures, partnerships and other Persons, so long as such joint ventures, partnerships and other Persons will, as a result of making such merger and all other contemporaneous related transactions, become a wholly owned Subsidiary of TTI; provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Material Subsidiary of the Borrower TTI is merging with a non-wholly-owned into another Subsidiary of the BorrowerTTI, the wholly-owned Material Subsidiary of TTI shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower TTI may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to TTI or any of its Solvent Subsidiaries that is a Loan PartyGuarantor; provided that if the transferor in such a transaction is a when any wholly-owned Subsidiary of TTI is selling all or substantially all of its assets to another Subsidiary of TTI, the Borrower, then the transferee must also Subsidiary acquiring such assets shall be a wholly-owned Subsidiary of TTI; (c) on and prior to the BorrowerTTI Closing Date, ALT and its Subsidiaries (other than any member of the TTI Group) may merge or consolidate with other Persons to the extent permitted under Section 5.6 of the Existing ALT Credit Agreement, as in effect on the date hereof; (d) Dispositions permitted under Sections 7.04(a), (c) and (d); and (e) [Teledyne to describe specific elements of Spinoff that need to be permitted].

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person or and (ii) any one or more other SubsidiariesSubsidiary; provided that (A) when any Loan Party wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower Guarantor is merging with another Subsidiary, the continuing or surviving Person shall be a non-wholly-owned Subsidiary of Guarantor; (b) the Borrower or any Guarantor may effect any Permitted Acquisition; provided that (i) in any such transaction involving the Borrower, the wholly-owned Subsidiary Borrower shall be the continuing or surviving Person; andPerson and (ii) in any such transaction involving a Guarantor, the continuing or surviving Person shall be a Guarantor; (bc) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) (i) to the Borrower or to a Loan PartyGuarantor or (ii) if the transferor is not a Guarantor, to any other Subsidiary; provided in each case that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerSubsidiary, then the transferee must also either be the Borrower or a wholly-owned Subsidiary of Subsidiary; and (d) the BorrowerBorrower and its Subsidiaries may consummate the DFKA Restructuring.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) subject to Section 6.14, any Subsidiary of may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Borrower Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Company or a wholly-owned Subsidiary Guarantor; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h) and in the case of a Disposition of a dealership Subsidiary, Section 7.19; and (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement (i) may be dissolved or have its entity status terminated or (ii) so long as such Subsidiary does not qualify as a Restricted Subsidiary after giving effect to such Disposition, at the request of the BorrowerCompany, be released by the Administrative Agent and the Revolving Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, if at any time thereafter the Company requests that such Subsidiary be designated as a New Vehicle Borrower (or if such Subsidiary thereafter qualifies as a Restricted Subsidiary), the Company shall cause to be delivered to the Administrative Agent all documents required to be delivered by Section 6.14 with respect to such Subsidiary in the timeframes set forth therein.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor or the Subsidiary Borrower is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor or the Subsidiary Borrower shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Company or a Subsidiary Guarantor; (c) in connection with any acquisition permitted under Section 7.02, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the BorrowerCompany and (ii) in the case of any such merger to which any Loan Party (other than the Company) is a party, such Loan Party is the surviving Person; (d) any Immaterial Subsidiary may be dissolved or liquidated if the Company determines in good faith such liquidation or dissolution is in the best interests of the Company and not materially disadvantageous to the Lenders; and (e) any Subsidiary which has no assets to distribute to its equityholders may be dissolved.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person or and (ii) any one or more other SubsidiariesSubsidiary; provided that (A) when any Loan Party wholly-owned Subsidiary is merging with another Subsidiary of the BorrowerSubsidiary, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person, (B) when any Restricted Subsidiary is merging with another Subsidiary, a Restricted Subsidiary shall be the continuing or surviving Person, (C) when any Guarantor is merging with another Subsidiary, the continuing or surviving Person shall be a Guarantor and (D) if as a result thereof, the Borrower owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger shall also constitute a Disposition subject to Section 6.05 (and must be permitted by any clause thereof other than Section 6.05(g)); (b) a merger, dissolution, liquidation, consolidation or Disposition (i) of any Immaterial Subsidiary or (ii) the purpose of which is to effect a Disposition permitted pursuant to Section 6.05 (other than Section 6.05(g)) (c) the Borrower or any Restricted Subsidiary may consummate any Permitted Acquisition or any other Investment permitted by Section 6.02(k) or (o); provided that (i) in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving Person; and (ii) in any such transaction involving a Guarantor, the continuing or surviving Person shall be a Guarantor; and (bd) any Restricted Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) (i) to the Borrower or to a Loan PartyGuarantor; or (ii) if the transferor is not a Guarantor, to any other Restricted Subsidiary; provided in each case that (A) if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerSubsidiary, then the transferee must also either be the Borrower or a wholly-owned Subsidiary, (B) if the transferor in such a transaction is a wholly-owned Restricted Subsidiary, then the transferee must either be the Borrower or a wholly-owned Restricted Subsidiary and (C) to the extent that the transferee is not the Borrower or a wholly-owned Subsidiary (based on the percentage of such transferee which is not owned directly or indirectly by the Borrower), the Disposition shall constitute a Disposition subject to Section 6.05 and shall be permitted under this Section 6.04 so long as it is permitted by any clause of Section 6.05 other than Section 6.05(g). Notwithstanding the foregoing, nothing in this Section 6.04 shall permit or be deemed to permit any Material Intellectual Property to be assigned, transferred, or exclusively licensed or exclusively sublicensed to any Unrestricted Subsidiary.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division), except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) subject to Section 6.14, any Subsidiary of may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Borrower Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a Loan Party; series of transactions, provided that if such Disposition or Dispositions satisfy the transferor requirements of Section 7.05(h); and (e) any Subsidiary which has Disposed of all or substantially all of its assets in such a transaction is a wholly-owned Subsidiary accordance with the terms of the Borrower, then the transferee must also this Agreement may be a wholly-owned Subsidiary of the Borrower.dissolved or have its entity status terminated;

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Restricted Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Restricted Subsidiaries; , provided that each of the following must be satisfied: (A) when any Loan Party Wholly Owned Restricted Subsidiary is merging with a Restricted Subsidiary that is not Wholly Owned by the Company, the surviving Person shall be a Wholly Owned Restricted Subsidiary; (B) when any Foreign Borrower is merging with another Restricted Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person shall: (1) be such Foreign Borrower; or (2) (x) become a Foreign Borrower substantially simultaneously with such merger and assume all of the obligations of the non-surviving or non-continuing Foreign Borrower pursuant to documentation (including, if reasonably requested by the Administrative Agent, legal opinions) in form and substance reasonably satisfactory to the Administrative Agent; and (By) be organized in a jurisdiction that is either (I) the same jurisdiction as that of the Foreign Borrower that merged into such Person, (II) a jurisdiction in which another then-existing Foreign Borrower is organized or (III) a jurisdiction approved by each of the Lenders; and (C) when any wholly-owned Subsidiary of the Borrower Guarantor is merging with a non-wholly-owned Subsidiary of the Borroweranother Restricted Subsidiary, the wholly-owned Subsidiary shall be (1) the continuing or surviving Personperson shall be such Guarantor or become a Guarantor substantially simultaneously with such merger and assume all of the obligations of the non-surviving or non-continuing Guarantor pursuant to documentation (including, if reasonably requested by the Administrative Agent, legal opinions) in form and substance reasonably satisfactory to the Administrative Agent and (2) if either party is a Domestic Guarantor, the continuing or surviving Person shall be or become a Domestic Guarantor; and (b) any Restricted Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Restricted Subsidiary; provided that (i) if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Company or a Guarantor and (ii) if the transferor is a Wholly Owned Restricted Subsidiary, the transferee must be a wholly-owned Subsidiary Wholly Owned Restricted Subsidiary; (c) the Company or any of its Restricted Subsidiaries may merge or consolidate with any Person acquired pursuant to an Investment permitted under Section 7.02(f)(ii), (g), (h) or (i); provided that: (i) if such merger or consolidation involves the Company, the Company shall be the continuing or surviving Person; (ii) if such merger or consolidation involves a Foreign Borrower, the continuing or surviving person shall: (A) be such Foreign Borrower; or (1) become a Foreign Borrower substantially simultaneously with such merger or consolidation and assume all of the Borrowerobligations of the non-surviving or non-continuing Foreign Borrower pursuant to documentation (including, if reasonably requested by the Administrative Agent, legal opinions) in form and substance reasonably satisfactory to the Administrative Agent, and (2) be organized in a jurisdiction that is either (x) the same jurisdiction as that of the Foreign Borrower that merged or consolidated into such Person, (y) a jurisdiction in which another then-existing Foreign Borrower is organized or (z) a jurisdiction approved by each of the Lenders; and (iii) if such merger or consolidation involves any Guarantor, (A) the continuing or surviving Person shall be such Guarantor or become a Guarantor substantially simultaneously with such merger or consolidation and assume all of the obligations of the non-surviving or non-continuing Guarantor pursuant to documentation (including, if requested by the Administrative Agent, legal opinions) in form and substance reasonably satisfactory to the Administrative Agent and (B) if such Guarantor is a Domestic Guarantor, the continuing or surviving Person shall be or become a Domestic Guarantor; and (d) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge or consolidated with another Person, liquidate or transfer all or substantially all of its assets to another Person to effect a Disposition permitted under Section 7.05.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary is merging with another Subsidiary of the BorrowerSubsidiary, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned such Subsidiary shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to a Loan PartySubsidiary; provided that if such transferring Subsidiary is (i) a Guarantor, the transferor transferee thereof must either be the Borrower or a Guarantor, (ii) a Pledgor, the transferee thereof must either be the Borrower or a Pledgor, or (iii) a Pledged Company, the transferee thereof must either be the Borrower, a Guarantor or a Pledged Company; (c) the Borrower and its Subsidiaries may consummate the Acquisition; (d) any Disposition permitted by Section 7.05 may be consummated (but any such Disposition shall be subjected to the final proviso to Section 7.05); and (e) in such a transaction is a wholly-owned connection with any acquisition permitted under Section 7.03, the Borrower or any Subsidiary of the Borrower, then Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the transferee must also Person surviving such merger shall be the Borrower (if the Borrower is a wholly-owned party thereto) or a Subsidiary of the Borrower.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) (i) any Subsidiary may merge with the Company, provided that the Company shall be the continuing or surviving Person, and (ii) any Subsidiary of the Borrower may Company many merge with any one or consolidate more Subsidiaries of the Borrower, provided that (A) when any Subsidiary Guarantor is merging with or into (i) another Subsidiary, the Borrower; provided that the Borrower Subsidiary Guarantor shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person shall become a Subsidiary Guarantor in accordance with, and within the time period specified in, Section 6.13, and (B) when any wholly-owned Domestic Subsidiary of the Borrower is merging with or into a non-wholly-owned Subsidiary of the BorrowerForeign Subsidiary, the wholly-owned Domestic Subsidiary shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), (i) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor seller in such a transaction is a wholly-owned Subsidiary of the Borrower, Guarantor then the transferee purchaser must also be the Company or a wholly-owned Subsidiary Guarantor or the purchaser must (to the extent required by Section 6.13 as a result of such transaction) become a Subsidiary Guarantor in accordance with, and within the Borrowertime period specified in, Section 6.13, or (ii) as part of any other Disposition otherwise permitted by Section 7.05; and (c) the Company or any of its Subsidiaries may make any Investment permitted by Section 7.02.

Fundamental Changes. Other than as contemplated under Neither the Merger Transaction, Borrower nor any of the Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Restricted Subsidiary of the Borrower may merge merge, amalgamate or consolidate with or into (i) the BorrowerBorrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that the Borrower shall be the continuing or surviving Person and such merger does not result in the Borrower ceasing to be a corporation, partnership or limited liability company organized under the Laws of the United States, any state thereof or the District of Columbia or (ii) any one or more other Restricted Subsidiaries; provided that (A) when any Person that is a Loan Party is merging with another Subsidiary of the Borrowera Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person Person; (i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (Bii) when any wholly-owned Subsidiary may liquidate or dissolve or the Borrower or any Subsidiary may change its legal form (x) if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders and (y) to the extent such Restricted Subsidiary is merging a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with a non-wholly-owned Subsidiary Sections 7.02 (other than 7.02(e)) or 7.05 or, in the case of the Borrowerany such business, the wholly-owned Subsidiary discontinued, shall be transferred to otherwise owned or conducted by another Loan Party after giving effect to such liquidation or dissolution (it being understood that in the continuing or surviving Person; andcase of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (bc) any Restricted Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Guarantor, then (i) the transferee must be a Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively; and (d) so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document preserves the enforceability of this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; and (e) so long as no Default exists or would result therefrom (in the case of a merger involving a Loan Party), any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary or the Borrower, then which together with each of its Restricted Subsidiaries, shall have complied with the transferee must also be requirements of Section 6.11 to the extent required pursuant to the Collateral and Guarantee Requirement; (f) so long as no Default exists or would result therefrom, a wholly-owned Subsidiary merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05; and (g) the BorrowerBorrower and its Subsidiaries may consummate Permitted Intercompany Activities and the Timeshare Disposition (individually or in the aggregate) and the Corporate Realignment.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the BorrowerSubsidiary, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; anda Subsidiary Guarantor; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Subsidiary; provided that if a Subsidiary Guarantor may make such Disposal only to the transferor Borrower or another Subsidiary Guarantor; (c) any Subsidiary which is not a Loan Party may dispose of all or substantially all its assets to the Borrower or another Subsidiary; (d) the Borrower and its Subsidiaries may consummate the Acquisition; (e) in connection with any acquisition permitted under Section 7.03, any Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a transaction is a wholly-wholly owned Subsidiary of and the Borrower, then the transferee must also Person surviving any such merger involving a Subsidiary Guarantor shall be a wholly-owned Subsidiary of Guarantor; and (f) the BorrowerBorrower may dissolve Woodcraft Industries, Inc., a Utah corporation. provided, however, that in each case, immediately after giving effect thereto, no Default shall have occurred and be continuing.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Guarantor is merging with another Subsidiary of the BorrowerSubsidiary, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) Subsidiaries of Borrower may merge or consolidate with any Person as necessary to consummate Acquisitions permitted hereunder; (c) any Loan Party may merge or consolidate with any Person so long as (i) such Loan Party is the continuing or surviving Person, (ii) the merger or consolidation does not result in a decrease of more than [****] in Borrower’s Consolidated Tangible Net Worth, based upon the then-most recently delivered financial statements hereunder, and (iii) no Change of Control results therefrom; (d) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Subsidiary; and (e) Dispositions of all or substantially all assets of any Subsidiary of Borrower (other than Guarantor) not otherwise permitted under this Section 7.04; provided that if (i) at the transferor time of such Disposition, no Default shall exist or would result from such Disposition, (ii) no such Disposition shall entail assets having combined book value in such a transaction is a wholly-owned Subsidiary excess of the BorrowerSingle Transaction Limit, then and (iii) after giving effect to such Disposition, the transferee must also be a wholly-owned Subsidiary of Combined Activity does not exceed the BorrowerAggregate Limit.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose (other than as permitted pursuant to Section 7.05) of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, other than (x) as otherwise permitted pursuant to Sections 7.02 and 7.05 and (y) in connection with a Delaware LLC DivisionPermitted Acquisition), except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borroweranother Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; , and, provided further that if a Guarantor is merging with another Subsidiary, the Guarantor shall be the surviving Person; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan PartyBorrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerSubsidiary, then the transferee must also either be Borrower or a wholly-owned Subsidiary, and, provided further that if the transferor of such assets is a Guarantor, the transferee must either be Borrower or a Guarantor; (c) Borrower may cause ResMed Assembly US Inc. to be merged, consolidated or dissolved, in Borrower’s good faith business judgment; and (d) any Loan Party or any Subsidiary thereof may Dispose of all or substantially all of the Borrowerassets of any one or more of its Subsidiaries (upon voluntary liquidation or otherwise); provided that (i) the assets subject to such Disposition are less than 5% percent of the total assets of Borrower and its Subsidiaries on a consolidated basis and (ii) the EBITDA of such Subsidiary is less than 5% percent of the EBITDA of Borrower and its Subsidiaries on a consolidated basis.

Fundamental Changes. Other than as contemplated under the Merger TransactionEnter into any merger, mergeconsolidation or amalgamation, dissolve, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) of, all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)business, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower Person may merge merge, amalgamate or consolidate with or into (i) the a Borrower; provided that such Borrower shall be the Borrower continuing or surviving Person (and the Borrowers may merge with or into each other; provided that the Company shall be the continuing or surviving Person); (b) any Person (other than a Borrower) may be merged, amalgamated or consolidated with or into one or more Subsidiaries of the Company; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Subsidiaries, (A) a Subsidiary shall be the continuing or surviving Person or (B) the Borrowers shall cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Subsidiary) to become a Subsidiary and (ii) in the case of any merger, amalgamation or consolidation involving one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary of the BorrowerGuarantors, such transaction shall otherwise be permitted under Section 8.7 and a Loan Party 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 Collateral Agreement and the other relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent, as directed in writing by the Required Lenders (B) when any wholly-owned Subsidiary which may be via email), in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; andSecured Parties; (bi) any Subsidiary of the Borrower that is not a Loan Party may Dispose of all any or substantially all of its assets (upon voluntary liquidation or dissolution or otherwise) to a Borrower or any other Subsidiary or (ii) any Loan Party (other than a Borrower) may Dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to any other Loan Party; (d) any Subsidiary (other than Veradigm) may Dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to a Loan Party; provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; and (e) any Subsidiary (other than Veradigm) may liquidate or dissolve if the transferor Borrowers determine in good faith that such a transaction liquidation or dissolution is a wholly-owned Subsidiary in the best interests of the Borrower, then Borrowers and is not materially disadvantageous to the transferee must also be a wholly-owned Subsidiary interests of the BorrowerLenders and after giving effect to such transaction, each of the security interest of the Collateral Agent in the Collateral and the value of the guarantees, taken as a whole, is not materially impaired in the reasonable discretion of the Required Lenders; and (f) any Subsidiary (other than Veradigm) may consummate a merger, dissolution, liquidation, consolidation, investment or conveyance, sale, lease, assignment or disposition, the purpose of which is to effect a Disposition permitted by Section 8.5 (other than Section 8.5(c)) or an Investment permitted pursuant to Section 8.7.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (ai) any Person may merge into a Loan Party or a Subsidiary in a transaction in which such Loan Party or such Subsidiary is the surviving corporation, subject to the requirements of Section 6.12, (ii) any Loan Party or any Subsidiary may sell, lease, transfer or otherwise dispose of its assets to another Loan Party or another Subsidiary, subject to the requirements of Section 6.12, (iii) any Subsidiary (other than a Guarantor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders, and (iv) if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing or would result, any Loan Party or any Subsidiary may sell, transfer or otherwise dispose of Equity Interests of a Subsidiary (other than a Guarantor). For purposes of clarification, nothing in this Section 7.04 shall prevent the issuance, transfer, conversion or repurchase of limited liability company interests in the Company, or the release of any Guarantor as permitted hereunder; (b) the Company and its Subsidiaries may consummate the Acquisition; and (c) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Borrower Company may merge into or consolidate with any other Person or permit any other Person to merge into (i) the Borroweror consolidate with it; provided that the Borrower Person surviving such merger shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the Borrower, then the transferee must also be a wholly-owned Subsidiary of the BorrowerCompany and shall comply with the requirements of Section 6.12.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that (x) the Borrower shall be the continuing or surviving Person or (y) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation or a limited liability company organized and existing under the laws of the United States, any state thereof or the District of Columbia and the Successor Company (if not the Borrower) will expressly assume, by an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, all of the Obligations of the Borrower under any of the Loan Documents to which it is a party, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary of the Borrower, a Loan Party Guarantor shall be the continuing or surviving Person or to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary which is not a Loan Party in accordance with Sections 7.02 and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; and7.03; (b) any Subsidiary of the Borrower may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary Guarantor, then (i) the transferee must be the Borrower or a Subsidiary Guarantor and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03; (c) any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that (i) the continuing or surviving Person shall have complied with the requirements of Section 6.13 and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; (d) a merger, dissolution, liquidation, consolidation or Asset Sale, the purpose of which is to effect an Asset Sale permitted pursuant to Section 7.05 may be effected; and (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary of the Borrower, then Borrower may liquidate or dissolve or change its legal form if the transferee must also be a wholly-owned Subsidiary Borrower determines in good faith that such action is in the best interests of the BorrowerBorrower and if not materially disadvantageous to the Lenders.

Fundamental Changes. Other than as contemplated under the Merger TransactionNeither Borrower nor any other Obligor that is a Subsidiary of Borrower will, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one any single transaction or in a series of transactions, directly or indirectly, (1) consolidate, terminate, liquidate or dissolve, (2) be a party to any consolidation, termination, merger or consolidation, (3) sell, convey or lease all or substantially all of its assets, or (4) acquire all or substantially all of the assets (whether now owned or hereafter acquired) to or in favor of any Person (includingPerson, in each caseor acquire any Equity Interests of any other Person; provided, pursuant to a Delaware LLC Division)however, except that, so long as no Default or Event that any the following can occur without the prior consent of Default exists or would result therefromLender: (ai) any Subsidiary of the Borrower may merge or consolidate with Borrower or into (i) the Borrower; provided a Subsidiary of Borrower that the Borrower shall be the continuing or surviving Person or is a Guarantor; (ii) any one of Borrower’s Subsidiaries may sell, lease, transfer or more other Subsidiaries; provided that (A) when otherwise dispose of any Loan Party is merging with another of its assets to Borrower or a Subsidiary of the Borrower, Borrower that is a Loan Party shall be the continuing or surviving Person and Guarantor; (Biii) when any wholly-owned Subsidiary of the Borrower may be dissolved or liquidated, so long as such dissolution or liquidation results in all assets of such Subsidiary being owned by Borrower or a Subsidiary that is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving PersonGuarantor; and (biv) Borrower and/or any Subsidiary of the Borrower that is a Guarantor may Dispose hereafter purchase or otherwise acquire, directly or indirectly, in a single transaction or a series of related transactions, all or substantially a substantial portion of the assets of any Person or all or a majority of its assets issued and outstanding Equity Interests of any Person, so long as (upon voluntary liquidation or otherwise1) with respect to all purchases and acquisitions having up to a Loan Party; provided that if $6,000,000 aggregate purchase price (excluding any portion of any purchase price paid in Equity Interests of Borrower) paid for all such acquisitions and purchases, (i) no Event of Default exists, both immediately prior to and immediately after the transferor in such a transaction is a wholly-owned Subsidiary consummation of the Borrowerapplicable acquisition or purchase, then the transferee must also be a wholly-owned Subsidiary and (ii) Borrower is in compliance with each of the financial covenants in Section 5.03, tested on a pro forma basis assuming that the applicable acquisition or purchase (including the payment of the cash purchase price paid and the incurrence of any permitted Indebtedness assumed or acquired by Borrower and/or its applicable Subsidiaries in connection with such purchase or acquisition) had occurred at the beginning of the twelve (12) most recent consecutive calendar months ending on or immediately prior to the date of consummation of such acquisition or purchase, and (2) with respect to all other purchases and acquisitions after the foregoing $6,000,000 aggregate purchase price threshold has been exceeded, (i) no Event of Default exists, both immediately prior to and immediately after the consummation of the applicable acquisition or purchase, (ii) the Total Leverage Ratio for Borrower and its Subsidiaries as of the end of the most recent six (6) consecutive months ending prior to the consummation of such acquisition or purchase is 4.00 to 1.00, (iii) the Total Leverage Ratio for Borrower and its Subsidiaries, tested on a pro forma basis assuming that the applicable acquisition or purchase (including the payment of the cash purchase price paid and the incurrence of any permitted Indebtedness assumed or acquired by Borrower and/or its applicable Subsidiaries in connection with such purchase or acquisition) had occurred at the beginning of the twelve (12) most recent consecutive calendar months ending on or immediately prior to the date of consummation of the applicable acquisition or purchase, is 4.25 to 1.00, (iv) Borrower is in compliance with each of the other financial covenants in Section 5.03, tested on a pro forma basis assuming that applicable acquisition or purchase (including the payment of the cash purchase price paid and the incurrence of any Indebtedness assumed or acquired by Borrower and/or its applicable Subsidiaries in connection with such purchase or acquisition) had occurred at the beginning of the twelve (12) most recent consecutive calendar months ending on or immediately prior to the date of consummation of the applicable acquisition or purchase, and (v) the total purchase price paid for the applicable acquisition or purchase does not exceed $5,000,000.00 (excluding any portion of such purchase price paid in Equity Interests of Borrower).

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Parent, provided that the Borrower Parent shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party is merging if a Borrower merges with another Subsidiary of the BorrowerSubsidiary, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the such Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party; the Parent or to another Subsidiary, provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the Borrower, then the transferee must also either be the Parent or the other Borrower; (c) any Subsidiary (other than a wholly-Borrower or a Material Subsidiary) may merge, dissolve, liquidate, consolidate with or into another Person subject to compliance with Section 7.11, if applicable, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (upon voluntary liquidation or otherwise) (whether now owned or hereafter acquired) to or in favor of any Person; and (i) a Borrower may merge with any other Person (including a Material Subsidiary) so long as such Borrower is the surviving entity and such merger complies with Section 7.11, if applicable; and (ii) a Material Subsidiary of may merge with any other Person (other than a Loan Party) so long as the BorrowerMaterial Subsidiary is the surviving entity and such merger complies with Section 7.11, if applicable.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) Holdings or the Borrower; , provided that Holdings or the Borrower Borrower, as the case may be, shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party is merging with another Subsidiary of the BorrowerSubsidiary, a such Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings, the Borrower or to another Loan Party; (c) any Subsidiary that is not a Loan PartyParty may dispose of all or substantially all its assets to (i) another Subsidiary which is not a Loan Party or (ii) to a Loan Party for no consideration, or, in the case of this clause (ii), pursuant to a Disposition which is in the nature of a liquidation; (d) upon at least 30 days’ prior written notice to the Administrative Agent, Holdings and the Borrower may reorganize in a jurisdiction different than its jurisdiction of organization on the date hereof so long as (i) the Administrative Agent reasonably determines that such reorganization would not be adverse in any manner to (A) the Lenders, (B) the ability of Holdings, the Borrower and their Subsidiaries to perform and comply with their respective obligations and limitations under the Loan Documents, and (C) any rights, powers, benefits and remedies under the Loan Documents or the Collateral, and (ii) such reorganization is permitted under the MSA and the Shareholders Agreement; and (e) in connection with any acquisition permitted under Section 7.03, any Subsidiary of Holdings may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that if the transferor in Person surviving such a transaction is a wholly-owned Subsidiary of the Borrower, then the transferee must also merger shall be a wholly-owned Subsidiary of Holdings; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which Holdings or the Borrower is a party, Holdings or the Borrower, as the case may, is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than Holdings or the Borrower) is a party, such Loan Party is the surviving corporation.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Restricted Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Restricted Subsidiaries; , provided that (A) when any Loan Party Wholly Owned Subsidiary is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerRestricted Subsidiary, the wholly-owned Wholly Owned Subsidiary shall be the continuing or surviving Person; and (b) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerWholly Owned Subsidiary, then the transferee must also either be the Borrower or a Wholly Owned Subsidiary; provided, further that if the transferor in any such a transaction is a Guarantor, then the transferee must either be the Borrower or Guarantor. (d) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a wholly-owned Subsidiary Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12. (e) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Restricted Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving entity and (ii) in the Table of Contents case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving entity. (f) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose and effect of which is to consummate a Disposition permitted pursuant to Section 7.06.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Borrower or a Guarantor; (c) any Immaterial Subsidiary may merge with any other Immaterial Subsidiary and any Foreign Subsidiary may merge with any other Foreign Subsidiary; (d) any Subsidiary may be merged, consolidated with or otherwise disposed of pursuant to a Disposition permitted by Section 6.05; (e) any Immaterial Subsidiary may be dissolved or liquidated; (f) the Transactions and the NGM Reorganization may be effected; and (g) any Subsidiary may merge or consolidate with any Person pursuant to a Permitted Acquisition; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the BorrowerBorrower and (ii) in the case of any such merger or consolidation involving a Guarantor, the Person surviving such merger or consolidation shall be a Guarantor.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary of the Borrower, a Loan Party Guarantor shall be the continuing or surviving Person and (B) when any wholly-owned Rail Services Business Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borroweranother Subsidiary, the wholly-owned such Rail Services Business Subsidiary shall be the continuing or surviving Person; (b) the Borrower may merge or consolidate with another corporation or entity which merger or consolidation merely effects the form or domicile of the Borrower without changing the respective holdings of capital stock in the Borrower (or in the surviving entity) by stockholders and pursuant to which all obligations of the Borrower in respect of this Agreement are and remain obligations of the surviving entity; and (bc) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Subsidiary; provided that (i) if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Borrower or a Subsidiary Guarantor and (ii) if the transferor in such transaction is a Rail Business Services Subsidiary, then the transferee must be a wholly-owned Subsidiary of the BorrowerRail Services Business Subsidiary.

Fundamental Changes. Other than as contemplated under the Merger TransactionMerge into, mergeor consolidate into, dissolve, liquidate, consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all all, or substantially all all, of its assets (in each case, whether now owned or hereafter acquired) to or in favor any line of business or all, or substantially all, of the stock of any Person of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve (including, in each case, pursuant to a Delaware LLC Divisiondivision of a limited liability company); provided, except that, so long as if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into shall have occurred and be continuing, (i) the Borrower; provided that Borrower or any Subsidiary may merge with a Person pursuant to a Permitted Acquisition if the Borrower shall be (or such Subsidiary if the continuing or Borrower is not a party to such merger) is the surviving Person or Person, (ii) any one or more other Subsidiaries; provided that (A) when Subsidiary may merge into another Subsidiary, provided, that, if any Loan Party party to such merger is merging with another Subsidiary of a Guarantor, the Borrower, a Loan Party Guarantor shall be the continuing or surviving Person and or the surviving Person shall become a Guarantor concurrently with the consummation of such merger, (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (biii) any Subsidiary of the Borrower may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets or any line of business or stock of any of its Subsidiaries to any Loan Party, (upon voluntary iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or otherwise) dissolution is in the best interests of the Borrower and is not materially disadvantageous to a Loan Party; provided that the Lenders, provided, that, in the case of this clause (iv), if the transferor in such a transaction Subsidiary liquidating or dissolving is a wholly-owned Guarantor, all of its assets shall be distributed to the Borrower or a Guarantor (other than Holdings), and (v) any Subsidiary of the Borrower, then the transferee must also be a wholly-owned Subsidiary of the Borrowerlisted on Schedule 7.3 may liquidate or dissolve.

Fundamental Changes. Other than as contemplated under the Merger Transaction, merge(a) Merge, dissolve, liquidate, consolidate with or into another any other Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division), Person; except that, so long as no Default or Event of Default exists or would result therefrom: (ai) any Subsidiary of the Borrower Company may merge or consolidate with or into (iA) the Borrower; Company, provided that the Company is a Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person at such time and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; and(B) any Borrower that is a Domestic Subsidiary, provided that such Borrower shall be the continuing or surviving Person; (C) any one or more Subsidiary Guarantors, provided that such Subsidiary Guarantor shall be the continuing and surviving person; (D) any Acquired Party, so long as the survivor of such merger or consolidation is a Subsidiary Guarantor and (E) any other Person to the extent the same is done in connection with a Disposition of a Subsidiary pursuant to a transaction permitted under Section 7.05(l); (bii) any Foreign Subsidiary of the Company may merge or consolidate with any other Foreign Subsidiary; (iii) any Subsidiary of the Borrower Company may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to a Loan Party; provided any Borrower that if the transferor in such a transaction is a wholly-owned Domestic Subsidiary or to any Subsidiary Guarantor; and (iv) any Foreign Subsidiary of the BorrowerCompany may Dispose of all or substantially all of its assets (upon voluntary liquidation, then dissolution or otherwise) to any other Foreign Subsidiary; and (v) the transferee must also Company may merge, dissolve, liquidate, consolidate with or into another Person in connection with a Public Offering Transaction if (A) the Company is the surviving Person, or (B) the surviving Person is not the Company, provided that (x) the Administrative Agent and each Lender expressly approves such Person and such transaction, such approval not to be unreasonably withheld, conditioned or delayed and (y) such Person expressly assumes, in a wholly-owned Subsidiary writing executed and delivered to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the due and punctual payment of the Borrowerprincipal of and interest on the Loans and the performance of the other obligations under this Agreement and the other Loan Documents on the part of the Company and delivers such other documentation (including legal opinions) as the Administrative Agent may reasonably request; (b) Change its name as it appears in official filings in the state or other jurisdiction of its incorporation or other organization; change its chief executive office, principal place of business, corporate offices, or the location of its records concerning the Collateral; change the type of entity that it is; change its organizational identification number, if any, issued by its state or other jurisdiction of incorporation or other organization; or change its state or other jurisdiction of incorporation or organization, in each case, without at least thirty (30) days prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent may, in its sole discretion, agree to in writing) and provided that any reasonable action requested by the Administrative Agent in connection therewith, including to continue the perfection of any Liens in favor of the Administrative Agent in any Collateral, has been or shall be completed or taken within fifteen (15) days after the Administrative Agent’s request therefor.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Company; provided that the Company shall be the continuing or surviving Person, (ii) any other Borrower; provided that the such Borrower shall be the continuing or surviving Person Person, or (iiiii) any one or more other Subsidiaries; provided that (A) when any Loan Party Guarantor is merging with another Subsidiary of the BorrowerSubsidiary, a another Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that (i) if the transferor in such a transaction is a wholly-owned Subsidiary of the Borrower, then the transferee must also be another Borrower and (ii) if the transferor in such a transaction is a Guarantor, then the transferee must be another Loan Party; (c) in connection with any acquisition permitted under Section 7.02(g), any Subsidiary of the Company may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the BorrowerCompany, and (ii) in the case of any such merger to which any Loan Party (other than the Company) is a party, such Loan Party is the surviving Person; and (d) any Subsidiary that is not a Guarantor may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or dissolve or liquidate into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Guarantor is merging with another Subsidiary of Subsidiary, the Borrower, a Loan Party Guarantor shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be or the continuing or surviving Person; andPerson shall become a Guarantor pursuant to the terms of the Guarantee; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Borrower or a wholly-owned Guarantor; (c) the Borrower or any Subsidiary may merge with any Person in a transaction that would be an acquisition or Investment that is permitted under this Agreement; provided that (i) if the Borrower is a party to such merger, it shall be the continuing or surviving Person, or (ii) if any Guarantor is a party to such merger, such Guarantor shall be the continuing or surviving Person or the continuing or surviving Person shall become a Guarantor pursuant to the terms of the BorrowerGuarantee; (d) any Immaterial Subsidiary may liquidate, wind up or dissolve itself; and (e) the Transactions as contemplated by the Transaction Documents shall be permitted.

Fundamental Changes. Other than as contemplated under the Merger TransactionThe Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of which is not a Guarantor, the Borrower, a Loan Party Subsidiary Guarantor shall be the continuing or surviving Person or such surviving Person shall execute and (B) when any wholly-owned Subsidiary of the Borrower is merging deliver a Guaranty in accordance with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; andSection 6.12 hereof; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerSubsidiary, then the transferee must also either be the Borrower or a wholly-owned Subsidiary; and (c) the Borrower may Dispose of any Equity Interest in a Subsidiary, and any Subsidiary may Dispose of all or substantially all of its assets if at least 75% of the Borrowerproceeds therefrom shall be in the form of cash and assumption of liabilities and the net cash proceeds shall be reinvested in additional assets within one year of receipt of such proceeds.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more Domestic Subsidiaries or (iii) any joint venture, partnership or other Subsidiaries; Person, so long as such joint venture, partnership and other Person will, as a result of making such merger and all other contemporaneous related transactions, become a Domestic Subsidiary, provided (in the case of clauses (ii) and (iii)) that (Ay) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (Bsubject to clause (z) below) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned another Subsidiary of or any Person (other than the Borrower), the wholly-owned Subsidiary shall be the continuing or surviving Person; and, and (z) when any Guarantor is merging with another Subsidiary or any Person, the Guarantor shall be the continuing or surviving Person; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to a Loan PartyDomestic Subsidiary; provided that (i) if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerSubsidiary, then the transferee must also either be the Borrower or a wholly-owned Subsidiary and (ii) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (c) any Foreign Subsidiary may merge into and may transfer assets to another Foreign Subsidiary; (d) the Permitted Liquidation Subsidiaries may liquidate in connection with transactions permitted by that certain consent letter dated August 9, 2002 from the Borrower to the Agent and consented to by the Required Lenders; and (e) the Borrower may liquidate or dissolve one or more Subsidiaries, or sell all or substantially all of the Borrowerassets of one or more Subsidiaries, during a fiscal year so long as the aggregate book value of the Subsidiaries liquidated or dissolved or assets sold during such fiscal year does not exceed the Threshold Amount.

Fundamental Changes. Other than as contemplated under the Merger Transaction, merge, dissolve, liquidateMerge, consolidate with or into another Personinto, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (includingPerson, in each case, pursuant to a Delaware LLC Division)or acquire all or substantially all of the assets of any Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; CWSG, provided that the Borrower CWSG shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borroweranother Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to a Loan PartyBorrower or to another Subsidiary; provided that if the transferor seller in such a transaction is a wholly-owned Subsidiary of the BorrowerSubsidiary, then the transferee purchaser must also be a wholly-owned Subsidiary; and (c) any Borrower or any Subsidiary of any Borrower may merge with (so long as (x) CWSG is the Borrowersurviving Person in a transaction involving CWSG, (y) CUS is the surviving Person in a transaction involving CUS and not CWSG, and such Subsidiary is the surviving Person in a transaction not involving the Borrowers), or acquire all or substantially all of the assets of another Person; provided that the total consideration given by Borrower or its Subsidiaries (whether by expenditures or other transfers of property, by incurrence or assumption of Indebtedness, or by any other means) in connection with any such transaction or related series of transactions does not exceed $5,000,000.

Fundamental Changes. Other than as contemplated under the Merger TransactionWind-up, liquidate or dissolve itself (or permit or suffer any thereof) or merge, dissolve, liquidate, consolidate or amalgamate with or into another any Person, convey, sell, lease or Dispose of (sublease, transfer or otherwise dispose of, whether in one transaction or in a series of related transactions) , all or substantially all any part of its assets (business, property or assets, whether now owned or hereafter acquired, or (agree to do any of the foregoing) to or purchase or otherwise acquire, whether in favor one transaction or a series of related transactions, all or substantially all of the assets of any Person (including, in each case, pursuant or any division thereof) (or agree to a Delaware LLC Divisiondo any of the foregoing), except thator permit any of its Subsidiaries to do any of the foregoing; provided, however, that (i) any Restricted Guarantor may be merged into the Borrower or another Restricted Guarantor, or may consolidate with another Restricted Guarantor and any Unrestricted Guarantor may be merged into or may consolidate with another Unrestricted Guarantor, so long as (A) no other provision of this Agreement would be violated thereby, (B) the Borrower gives the Lender at least 30 days' prior written notice of such merger or consolidation, (C) no Default or Event of Default exists shall have occurred and be continuing either before or would result therefrom: after giving effect to such transaction, and (a) any Subsidiary of the Borrower may merge or consolidate with or into (iD) the BorrowerLender's rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger or consolidation; provided that the Borrower shall be the continuing or surviving Person or and (ii) any one or more other Subsidiaries; provided that of the Borrower and its Subsidiaries may (A) when any Loan Party is merging with another Subsidiary sell Inventory in the ordinary course of the Borrowerbusiness, a Loan Party shall be the continuing or surviving Person and (B) when any whollydispose of obsolete or worn-owned Subsidiary out equipment in the ordinary course of business, provided that the Borrower is merging with a non-wholly-owned Subsidiary Net Cash Proceeds for such Dispositions are paid to the Lender pursuant to the terms of the BorrowerSection 2.05(c)(ii), the wholly-owned Subsidiary shall be the continuing or surviving Person; and (bC) any Subsidiary of the Borrower may Dispose of sell all or substantially all of its the assets (upon voluntary liquidation or otherwise) to and property constituting a Loan Party; retail business location, provided that if (1) the transferor net decrease in the total number of such a transaction retail business locations, after giving effect to all sales of assets and property constituting retail business locations and all purchases of retail business locations permitted by Section 6.02(e)(ii), shall not exceed ten (10) retail business locations, (2) all Inventory and Accounts Receivable attributable to any such location that is a whollysold must be sold in connection with any such Disposition, (3) the consideration received by the Borrower or its Subsidiary for the assets and property that are sold in connection with any such Disposition can be no less than the fair market value of such assets and property, and (4) the Net Cash Proceeds for each such Disposition are paid to the Lender pursuant to the terms of Section 2.05(c)(ii), and (D) sell or otherwise dispose of other property or assets for cash in an aggregate amount not less than the fair market value of such property or assets, provided that the Net Cash Proceeds of such Dispositions do not exceed $250,000 in the aggregate in any twelve-owned Subsidiary month period and are paid to the Lender pursuant to the terms of the Borrower, then the transferee must also be a wholly-owned Subsidiary of the BorrowerSection 2.05(c)(ii).

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary (other than the Borrower) may merge, consolidate or amalgamate with (i) one of the Loan Parties, provided such Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging, consolidating or amalgamating with another Subsidiary, the Guarantor shall be the continuing or surviving Person; (b) the Borrower may merge merge, consolidate or consolidate amalgamate with one of the Loan Parties or into a Subsidiary, provided (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another a Domestic Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of shall become the Borrower, subject to the wholly-owned Subsidiary shall be consent of the continuing or surviving PersonAdministrative Agent and each Lender required by Section 11.06(a); and (bc) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan PartyLimited or any Subsidiary; provided that (i) if the transferor in such a transaction is a wholly-owned Subsidiary of Guarantor, then the transferee must either be the Borrower or a Guarantor and (ii) if the transferor in such a transaction is the Borrower, then the transferee must also be a wholly-owned Domestic Subsidiary that becomes the Borrower, subject to the consent of the BorrowerAdministrative Agent and each Lender required by Section 11.06(a); and (d) Limited or any Subsidiary may make any Acquisition or Disposition permitted by Section 7.02 or 7.05 (other than Section 7.05(f)).

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose (other than as permitted pursuant to Section 7.05) of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, other than (x) as otherwise permitted pursuant to Sections 7.02 and 7.05 and (y) in connection with a Delaware LLC DivisionPermitted Acquisition), except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borroweranother Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; , and, provided further that if a Guarantor is merging with another Subsidiary, the Guarantor shall be the surviving Person; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan PartyBorrower or to another Subsidiary (or to the direct or indirect holder of such Subsidiary’s Equity Interests); provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerSubsidiary, then the transferee must also either be Borrower or a wholly-owned Subsidiary, and, provided further that if the transferor of such assets is a Guarantor, the transferee must either be Borrower or a Guarantor; F or p er so na l u se o nl (c) [intentionally omitted]; and (d) any Loan Party or any Subsidiary thereof may Dispose of all or substantially all of the Borrowerassets of any one or more of its Subsidiaries (upon voluntary liquidation or otherwise); provided that (i) the assets subject to such Disposition are less than 5% percent of the total assets of Borrower and its Subsidiaries on a consolidated basis and (ii) the EBITDA of such Subsidiary is less than 5% percent of the EBITDA of Borrower and its Subsidiaries on a consolidated basis.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Restricted Subsidiary of the Borrower may merge with any Borrower or consolidate with or into (i) the Borrower; other Restricted Subsidiary provided that the (a) if any Restricted Subsidiary party to such merger is a Borrower, a Borrower shall be the continuing or surviving Person and (b) if no party to such merger is a Borrower, but a party to such merger is a Guarantor, a Guarantor shall be the surviving Person; (i) any Borrower may Dispose of all or substantially all of its assets to another Borrower, (ii) any one Borrower may Dispose of directly-owned Equity Interests to a Guarantor (even if such a Disposition - 105 - NAI-1535672020v11535672020v8 would constitute the Disposition of all or more other Subsidiaries; provided that (Asubstantially all of its assets) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (biii) any Subsidiary of the Borrower Guarantor (other than a Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or to another Guarantor; (c) any Restricted Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Restricted Subsidiary that is not a Loan Party or (ii) to a Loan Party; (d) a Borrower or any Restricted Subsidiary may merge or consolidate with any Person to effect an Investment permitted under Section 7.03(g); provided that if the transferor and (e) a Borrower or any Restricted Subsidiary may Dispose of its Equity Interests in such a transaction is a wholly-owned Restricted Subsidiary or all or substantially all of the Borrowerassets of a Restricted Subsidiary, then so long as such Disposition complies with the transferee must also be a wholly-owned Subsidiary provisions of the BorrowerSection 7.05(f), (j) or (n).

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its the combined assets of the Loan Parties (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC DivisionPerson), except ; provided that, so long as no Default or Event notwithstanding the foregoing provisions of Default exists or would result therefrom: this Section 8.03 but subject to the terms of Sections 7.12 and 7.14, (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrowerany of its Subsidiaries, with or into a Top Tier Guarantor or any Subsidiary of a Top Tier Guarantor; provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary of the BorrowerPerson, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (b) any Subsidiary of Loan Party other than the Borrower may Dispose of all merge or substantially all of its assets consolidate with or into any other Loan Party that is not the Borrower, (upon voluntary liquidation c) any Subsidiary that is not a Loan Party may be merged or otherwise) to consolidated with or into any Loan Party other than the Borrower; provided that such surviving Person is a Loan Party or shall promptly become a Loan Party, (d) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party and (e) any Subsidiary that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect. It is understood and agreed that this Section 8.03 shall not prohibit any change in ownership of a Loan Party or a Subsidiary that is not a Loan Party that does not cause a Change of Control as long as such Person remains a Loan Party, if it was a Loan Party, and all Liens on the transferor assets of such Person to secure the Obligations, if any, remain in full force and effect (or to the extent such a assets were subject to Liens immediately prior to being Disposed of in any such transaction is a wholly-owned Subsidiary of not prohibited by this Section 8.03, such assets are otherwise subject to Liens securing the Borrower, then the transferee must also be a wholly-owned Subsidiary of the BorrowerObligations).

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; , provided that the Borrower shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Guarantor or wholly-owned Subsidiary is merging with another Subsidiary of the Borrower(which is not a Guarantor), a Loan Party shall be the continuing such Guarantor or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; and; (b) any Non-Guarantor Subsidiary may dissolve or liquidate; provided that the board of directors or senior management of the Borrower has determined in good faith that the dissolution or liquidation will not be detrimental to the business of the Borrower and its Subsidiaries taken as a whole; (c) the dissolution, liquidation or winding up of any Transitional Subsidiary; provided that any assets of such Transitional Subsidiary shall be transferred to a Loan Party or Subsidiary thereof in connection therewith; (d) Investments permitted under Section 7.02; (e) Dispositions permitted under Section 7.05; (f) the Borrower or any Subsidiary may merge with any Person as part of a Permitted Acquisition; and (g) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to a Loan Partythe Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be a wholly-owned Subsidiary of the Borrower.Borrower or another Guarantor;

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Restricted Subsidiary of the Borrower may merge merge, amalgamate or consolidate with or into (iA) the BorrowerBorrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction in the United States); provided that the Borrower shall be the continuing or surviving Person or (iiB) any one or more other Restricted Subsidiaries; provided that (A) when any Person that is a Loan Party is merging with another Subsidiary of the Borrowera Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person Person; (i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party, (ii) any Subsidiary may liquidate or dissolve so long as any related Disposition is permitted by Section 7.05 and (Biii) when any wholly-owned Restricted Subsidiary may change its legal form if, with respect to clauses (ii) and (iii), the Borrower determines in good faith that such action is in the best interest of the Borrower and its Restricted Subsidiaries and is merging with not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a non-wholly-owned Subsidiary of the Borrower, the wholly-owned Subsidiary shall be the continuing or surviving Person; andthat is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (bc) any Restricted Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a whollyGuarantor, then (i) the transferee must be a Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in, or Indebtedness of, a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively; (d) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof or the District of Columbia, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its obligations under the Security Agreement and other applicable Collateral Documents shall apply to the Successor Company’s obligations under the Loan Documents, (E) if reasonably requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate, stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; provided, further, that the Borrower agrees to provide any documentation and other information about the Successor Company as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-owned money laundering rules and regulations, including Title III of the USA Patriot Act; (e) any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary of the Borrower, then which together with each of their Restricted Subsidiaries, shall have complied with the transferee must also be requirements of Section 6.11 and Section 6.13 to the extent required pursuant to the Collateral and Guarantee Requirement; provided, further, that, subject to Section 1.08, in the case of any such merger or consolidation involving a wholly-owned Subsidiary Loan Party, no Event of Default has occurred and is continuing or would result therefrom; and (f) so long as no Event of Default has occurred and is continuing or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the Borrowerpurpose of which is to effect a Disposition permitted pursuant to Section 7.05 or a Restricted Payment permitted pursuant to Section 7.06.

Fundamental Changes. Other than as contemplated under the Merger TransactionMerge, mergeamalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person Person, except that: (includinga) (i) any Debtor (other than a Borrower or any Foreign Debtor) may merge or amalgamate with any other Debtor (other than any Foreign Debtor), (ii) any Non-Debtor Subsidiary may merge or amalgamate with the Company (for so long as it is not a Debtor) or one or more Non-Debtor Subsidiaries, (iii) any Foreign Debtor (other than the Company or Basell GmbH) may merge or amalgamate with any other Foreign Debtor (other than the Company or Basell GmbH) and (iv) any Borrower may merge or amalgamate with any other Borrower; provided that, in each case, pursuant to a Delaware LLC Division), except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) when any Person that is a Loan Party is merging with another Subsidiary of the Borrowera Subsidiary, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borrower, the wholly-owned or such Subsidiary shall be become a Loan Party under the continuing or surviving Personterms hereof; and (b) (i) any Debtor (other than a Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Debtor (other than any Foreign Debtor), (ii) any Non-Debtor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company (for so long as it is not a Debtor) or to another Non-Debtor Subsidiary, (iii) any Foreign Debtor (other than the Company or Basell GmbH) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Foreign Debtor and (iv) any Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partyany other Borrower; provided that that, in each case, if the transferor in such a transaction is a whollyGuarantor, then (i) the transferee must be a Loan Party or become a Loan Party or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary which is not a Loan Party in accordance with Section 6.02 (other than Section 6.02(e)) and Section 6.03, respectively; and (c) any non-owned Material Subsidiary of the Company (other than a Borrower, then ) may dissolve or liquidate so long as at the transferee must also be a whollytime of such dissolution or liquidation such non-owned Material Subsidiary of the Borrowerhas no or only de minimis assets.

Fundamental Changes. Other than as contemplated under the Merger TransactionMerge, mergeamalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate amalgamate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party is merging with another Subsidiary of Guarantor (including a Foreign Subsidiary Guarantor) or the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging or amalgamating with a non-wholly-owned Subsidiary of the Borroweranother Subsidiary, the wholly-owned Subsidiary Guarantor (including a Foreign Subsidiary Guarantor) or the Subsidiary Borrower shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerLoan Party, then the transferee must also either be the (i) Company, (ii) another Loan Party, or (iii) a Subsidiary (that is not a Loan Party) so long as such Disposition is permitted under Section 7.05(d); (c) in connection with any acquisition permitted under Section 7.02, any Subsidiary of the Borrower may merge into or amalgamate or consolidate with any other Person or permit any other Person to merge into or amalgamate or consolidate with it; provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of the BorrowerCompany and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Company) is a party, such Loan Party is the surviving or continuing Person; (d) any Immaterial Subsidiary may be dissolved or liquidated if the Company determines in good faith such liquidation or dissolution is in the best interests of the Company and not materially disadvantageous to the Lenders; and (e) any Subsidiary which has no assets to distribute to its equityholders may be dissolved.

Fundamental Changes. Other than as contemplated under the Merger Transaction, Change its name or merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division), except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Company shall be the continuing or surviving Person, (ii) any Designated Borrower, provided that such Designated Borrower shall be the continuing or surviving Person Person, or (iiiii) any one or more other Subsidiaries; , provided that (A) when any Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Borroweranother Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Borrower or to another Subsidiary; provided that if the transferor in such a transaction is (i) a wholly-owned Subsidiary of the Borrower, then the transferee must also either be the Company or another Borrower or (ii) a wholly-owned Subsidiary which is not a Borrower, then the transferee must either be the Company or another wholly-owned Subsidiary; provided, further, in connection with any Disposition permitted under this clause (b), if the Company or any Subsidiary Disposes of, or for any reason ceases to operate, any of its operating divisions or lines of business, which on a cumulative basis or in any one instance comprise more than twenty percent (20%) of the Borrowerassets of the Company and its Subsidiaries, considered as a whole, the Company and its Subsidiaries shall comply with the notice requirements set forth in Section 6.03(h).

Fundamental Changes. Other than as contemplated under (i) a merger of the Merger TransactionParent, CDI Vessel or a Domestic Subsidiary to effectuate a reincorporation or statutory conversion in another state of the United States or (ii) a statutory conversion in any state of the United States, in either case upon at least 30 days’ prior written notice to the Administrative Agent, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or dissolve into (i) the Borrower; Parent or CDI Vessel, provided that the Borrower Parent or CDI Vessel, as applicable, shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with or dissolving into another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Parent or CDI Vessel or to another Subsidiary, and may thereafter liquidate or dissolve if applicable; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Parent, CDI Vessel or a wholly-owned Subsidiary Guarantor; (c) the Parent or CDI Vessel or any of the BorrowerSubsidiaries may merge with another Person to effectuate an Acquisition permitted by Section 7.02(h); provided that the Parent, CDI Vessel or the applicable Subsidiary is the acquiring or surviving entity (or, with respect to any merger by a Subsidiary other than CDI Vessel, the surviving entity becomes a Subsidiary in the transaction); and provided further that if such merging Subsidiary is a Guarantor, the surviving entity becomes a Guarantor and complies with the requirements for new Guarantors under Section 6.13; and (d) the Parent or any Subsidiary may Dispose of all of the Equity Interests of any Subsidiary in accordance with Section 7.05(n).

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division), except ; provided that, so long as no Default or Event notwithstanding the foregoing provisions of Default exists or would result therefrom: this Section 8.04 but subject to the terms of the Additional Guarantor Provisions and the Additional Collateral Requirements, (a) any Subsidiary of the Borrower Company may merge or consolidate with or into (i) the Borrowerany of its Restricted Subsidiaries; provided that the Borrower Company shall be the continuing or surviving Person or Person, (iib) any one Domestic Loan Party other than the Company may merge or more consolidate with any other Subsidiaries; provided Domestic Loan Party other than the Company, (c) any Foreign Subsidiary that (A) when is a Restricted Subsidiary which is not a corporation incorporated under the Laws of Canada or a province or territory thereof may be merged or consolidated with or into any Loan Party is merging with another Subsidiary of the Borrower, a provided that such Loan Party shall be the continuing or surviving Person, (d) any Foreign Subsidiary that is a Restricted Subsidiary which is not a corporation incorporated under the Laws of Canada or a province or territory thereof may be merged or consolidated with or into any other Foreign Subsidiary that is a Restricted Subsidiary; provided that if any such Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the Designated Borrower, the wholly-owned Subsidiary a Designated Borrower shall be the continuing or surviving Person, (e) any Restricted Subsidiary of the Company may merge with any Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05 or a Permitted Acquisition; and provided that, if such transaction involves any Designated Borrower, such Designated Borrower, as applicable, shall be the continuing or surviving Person, (bf) any Subsidiary of the Borrower Company (other than any Designated Borrower) may Dispose of all dissolve, liquidate or substantially all of wind up its assets (upon voluntary affairs at any time; provided that such dissolution, liquidation or otherwisewinding up, as applicable, could not reasonably be expected to have a Material Adverse Effect, (g) to any Foreign Subsidiary that is a Restricted Subsidiary (except a Designated Borrower) which is a corporation incorporated under the Laws of Canada or a province or territory thereof may amalgamate with another Loan Party; provided that if the transferor in corporation resulting from such a transaction amalgamation assumes by operation of law all obligations of such Loan Party and provides confirmation of such assumption of obligations as is reasonably required by the Administrative Agent, and (h) any Foreign Subsidiary that is a wholly-owned Restricted Subsidiary which is a corporation incorporated under the Laws of the Canada or a province or territory thereof may amalgamate with another Foreign Subsidiary that is a Restricted Subsidiary; provided that if any such Person is a Designated Borrower, then the transferee must also be corporation resulting from such amalgamation assumes by operation of law all obligations of such Designated Borrower and provides confirmation of such assumption to the obligations as is reasonably required by the Administrative Agent. Notwithstanding the foregoing, the Company and/or any Restricted Subsidiary may effect transactions not otherwise permitted under this Section 8.04 as part of a wholly-owned Subsidiary of the BorrowerPermitted Restructuring.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division), except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) subject to Section 6.14, any Subsidiary of may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Borrower Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Company or a wholly-owned Subsidiary Guarantor; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h) and in the case of a Disposition of a dealership Subsidiary, Section 7.19; and (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement (i) may be dissolved or have its entity status terminated or (ii) so long as such Subsidiary does not qualify as a Restricted Subsidiary after giving effect to such Disposition, at the request of the Company, be released by the Administrative Agent and the Revolving Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, if at any time thereafter the Company requests that such Subsidiary be designated as a New Vehicle Borrower or Used Vehicle Borrower, the Company shall cause to be delivered to the Administrative Agent all documents required to be delivered by Section 6.14 with respect to such Subsidiary in the timeframes set forth therein.

Fundamental Changes. Other than as contemplated under the Merger Transaction(a) The Lessee will not, mergeand will not permit any Subsidiary to, dissolve, liquidate, merge or consolidate with or into another any other Person, or Dispose permit any other Person to merge or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all its assets, or all or substantially all the stock of its assets any Subsidiary (in each case, whether now owned or hereafter acquired) to ), or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)liquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Lease Default or Lease Event of Default exists or would result therefromshall have occurred and be continuing: (ai) any Subsidiary of the Borrower may merge into the Lessee or consolidate with or any other Subsidiary; provided, that in the case of any merger of one Subsidiary into (i) the Borrower; provided that the Borrower another, if either of such Subsidiaries shall be a Guarantor, the continuing surviving or surviving Person or resulting Subsidiary must at all times after such merger be a Guarantor; (ii) any Subsidiary may sell, lease or otherwise transfer all or substantially all its assets to the Lessee or to another Subsidiary; provided, that in the case of any such transfer by one Subsidiary to another, if the transferor Subsidiary shall be a Guarantor, the transferee Subsidiary must at all times after such transfer be a Guarantor; (iii) any Person other than a Subsidiary may merge with the Lessee or more other Subsidiariesa Subsidiary; provided provided, that (subject in all respects to Section 8.3B.4(b)) (A) when any Loan Party in the case of a merger to which the Lessee is merging with another Subsidiary of a party, the Borrower, a Loan Party shall Lessee must be the continuing surviving or surviving Person and resulting corporation, (B) when in the case of a merger to which a Subsidiary is a party, (I) the surviving or resulting Person must be a Subsidiary (and, if any wholly-owned such constituent Subsidiary shall have been a Guarantor, a Guarantor) or (II)(a) the aggregate amount of the Borrower is merging with a non-wholly-owned Subsidiary assets of all Subsidiaries previously having merged during the last four (4) reported fiscal quarters of Lessee for which financial statements have been delivered pursuant to Section 8.3A.1 pursuant to this subsection (II), plus the amount of the Borrowerassets of the Subsidiary then contemplated to merge during said time period pursuant to this subsection (II), plus the aggregate amount of the assets of all Subsidiaries previously sold, leased or otherwise transferred during said time period pursuant to the following subsection (v) shall not exceed five percent (5%) of the Lessee’s consolidated assets as of the end of said time period, (b) the aggregate amount of the revenues of all Subsidiaries previously having merged during the last four (4) reported fiscal quarters of Lessee for which financial statements have been delivered pursuant to Section 8.3A.1 pursuant to this subsection (II), plus the amount of the revenues of the Subsidiary then contemplated to merge during said time period pursuant to this subsection (II), plus the aggregate amount of the revenues of all Subsidiaries previously having sold, leased or otherwise transferred assets during said time period pursuant to the following subsection (v) shall not exceed five percent (5%) of the Lessee’s consolidated revenues as of the end of said time period, and (c) the Lessee shall provide no less than thirty (30) days notice of any such merger pursuant to this subsection (II) to the Agent and (C) in the case of any merger referred to in this subsection (iii), the wholly-owned Subsidiary Lessee shall be in compliance on a pro forma basis with the continuing covenants set forth in Sections 8.3B.8 and 8.3B.9 as of the end of and for said time period, giving effect to such merger and any related incurrence or surviving Personrepayment of Indebtedness as if it had occurred at the beginning of such period; (iv) any Subsidiary may liquidate or dissolve if the Lessee determines in good faith that such liquidation or dissolution is in the best interests of the Lessee and is not materially disadvantageous to the Lessor or the Lenders; and (bv) (subject in all respects to Section 8.3B.4(c)) any Subsidiary of the Borrower may Dispose of all sell, lease or substantially all otherwise transfer certain of its assets to any Person other than the Lessee or a Subsidiary if and to the extent (upon voluntary liquidation A) the aggregate amount of the assets of all Subsidiaries previously having been sold, leased or otherwiseotherwise transferred during the last four (4) reported fiscal quarters of Lessee for which financial statements have been delivered pursuant to Section 8.3A.1 pursuant to this subsection (v), plus the amount of the assets of the Subsidiary then contemplated to be sold, leased or otherwise transferred during said time period pursuant to this subsection (v), plus the aggregate amount of the assets of all Subsidiaries previously merged into a Person other than the Lessee or a Subsidiary during said time period pursuant to the foregoing subsection (iii)(B)(II) shall not exceed five percent (5%) of the Lessee’s consolidated assets as of the end said time period, (B) the aggregate amount of the revenues of all Subsidiaries previously having sold, leased or otherwise transferred assets during the last four (4) reported fiscal quarters of Lessee for which financial statements have been delivered pursuant to Section 8.3A.1 pursuant to this subsection (v), plus the amount of the revenues of the Subsidiary then contemplated to sell, lease or otherwise transfer assets during said time period pursuant to this subsection (v), plus the aggregate amount of the revenues of all Subsidiaries previously merged into a Person other than the Lessee or a Subsidiary during said time period pursuant to the foregoing subsection (iii)(B)(II) shall not exceed five percent (5%) of the Lessee’s consolidated revenues as of the end of said time period, and (C) the Lessee shall provide no less than thirty (30) days notice of any such sale, lease or other transfer pursuant to this subsection (v) to a Loan Party; provided that if the transferor Agent. Notwithstanding any provision of this Section 8.3B.4, the Lessee and the Subsidiaries may complete the HRM Sale, and said transaction shall not be included in such a transaction is a wholly-owned Subsidiary any manner whatsoever in any of the Borrowertransactions otherwise permitted, then computed or set forth under subsection (i), (ii), (iii), (iv) or (v) hereof. (b) Notwithstanding any provision in this Section 8.3B.4 to the transferee must also be a wholly-owned contrary, no Subsidiary may merge with any Person as described in Section 8.3B.4(a)(iii)(B)(II) if and to the extent (x) the aggregate amount of the Borrowerassets of all Subsidiaries previously having merged pursuant to Section 8.3B.4(a)(iii)(B)(II), plus the amount of the assets of the Subsidiary then contemplated to merge pursuant to Section 8.3B.4(a)(iii)(B)(II), plus the aggregate amount of the assets of all Subsidiaries previously sold, leased or otherwise transferred pursuant to Section 8.3B.4(a)(v) would exceed ten percent (10%) of the Lessee’s consolidated assets as of the end of the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 8.3A.1 or if (y) the aggregate amount of the revenue of all Subsidiaries previously having merged pursuant to Section 8.3B.4(a)(iii)(B)(II), plus the amount of the revenues of the Subsidiary then contemplated to merge pursuant to Section 8.3B.4(a)(iii)(B)(II), plus the aggregate amount of the revenues of all Subsidiaries previously having sold, leased or otherwise transferred assets pursuant to Section 8.3B.4(a)(v) would exceed ten percent (10%) of the Lessee’s consolidated revenues as of the end of the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 8.3A.1. (c) Notwithstanding any provision in this Section 8.3B.4 to the contrary, no Subsidiary may sell, lease or otherwise transfer certain of its assets as described in Section 8.3B.4(a)(v) if and to the extent (x) the aggregate amount of the assets of all Subsidiaries previously having been sold, leased or otherwise transferred pursuant to Section 8.3B.4(a)(v), plus the amount of the assets of the Subsidiary then contemplated to be sold, leased or otherwise transferred as described in Section 8.3B.4(a)(v), plus the aggregate amount of the assets of all Subsidiaries previously merged pursuant to Section 8.3B.4(a)(iii)(B)(II) would exceed ten percent (10%) of the Lessee’s consolidated assets as of the end of the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 8.3A.1 or if (y) the aggregate amount of the revenues of all Subsidiaries previously having sold, leased or otherwise transferred assets pursuant to Section 8.3B.4(a)(v), plus the amount of the revenues of the Subsidiary then contemplated to sell, lease or otherwise transfer assets pursuant to Section 8.3B.4(a)(v), plus the aggregate amount of the revenues of all Subsidiaries previously merged pursuant to Section 8.3B.4(a)(iii)(B)(II) would exceed ten percent (10%) of the Lessee’s consolidated revenues as of the end of the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 8.3A.1. (d) The Lessee will not, and will not permit any Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Lessee and the Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) subject to Section 6.14, any Subsidiary of may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Borrower Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Company or a wholly-owned Subsidiary Guarantor; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(g) and in the case of a Disposition of a dealership Subsidiary, Section 7.19; and (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement (i) may be dissolved or have its entity status terminated or (ii) so long as such Subsidiary does not qualify as a Restricted Subsidiary after giving effect to such Disposition, at the request of the BorrowerCompany, be released by the Administrative Agent and the Revolving Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, if at any time thereafter the Company requests that such Subsidiary be designated as a New Vehicle Borrower (or if such Subsidiary thereafter qualifies as a Restricted Subsidiary), the Company shall cause to be delivered to the Administrative Agent all documents required to be delivered by Section 6.14 with respect to such Subsidiary in the timeframes set forth therein.

Fundamental Changes. Other Merge (other than as contemplated under the Merger Transaction, mergeto effectuate a Permitted Acquisition), dissolve, liquidate, consolidate with or into another Person, or Dispose dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Divisionother than as part of the Related Transactions), except that, so long as no Default or Event of Default exists or would result therefromexcept: (a) any Restricted Subsidiary of the Borrower (other than LLC Subsidiary) may merge or consolidate be merged with or into (i) anythe Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to anythe Borrower or any Guarantor Subsidiary; provided, in the Borrower; provided that the case of such a merger, anythe Borrower or such Guarantor Subsidiary, as applicable, shall be the continuing or surviving Person or Person; (iib) any Restricted Subsidiary that is not a Guarantor may be merged with or into another Restricted Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or more other Subsidiariesa series of transactions, to another Restricted Subsidiary; provided provided, in the case of a merger between a Restricted Subsidiary that (A) when any Loan Party is merging with another Subsidiary of the Borrower, not a Loan Party shall be the continuing or surviving Person Guarantor and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerGuarantor Subsidiary, the wholly-owned Guarantor Subsidiary shall be the continuing or surviving Person; (i) any Restricted Subsidiary (other than any Borrower) may change its legal form, in each case, if in either case, Holdingsthe Borrower determines in good faith that such action is in the best interests of Holdingsthe Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders and (ii) anythe Borrower may change its legal form if Holdingsthe Borrower determines in good faith that such action is in the best interests of Holdingsthe Borrower and its Restricted Subsidiaries, and the Administrative Agent reasonably determines it is not disadvantageous to the Lenders; (d) Holdings and the Targets may consummate the Closing Date Acquisition in accordance with the Closing Date Acquisition Documents; and (be) any Subsidiary of Asset Sales permitted by Section 6.9.; and (f) the Qualified Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the Borrower, then the transferee must also be a wholly-owned Subsidiary of the BorrowerIPO/Reorganization Transactions.

Fundamental Changes. Other than as contemplated under the Merger Transaction, mergeMerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division), except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge or consolidate with or into (i) the Borrower; Company, provided that the Borrower Company shall be the continuing or surviving Person Person, or (ii) any one or more other Subsidiaries; , provided that (A) when any Loan Party Subsidiary Guarantor is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person and (B) when any wholly-owned Subsidiary of the Borrower is merging with a non-wholly-owned Subsidiary of the BorrowerSubsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person; and; (b) subject to Section 6.14, any Subsidiary of may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Borrower Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Partythe Company or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of the BorrowerGuarantor, then the transferee must also either be the Company or a wholly-owned Subsidiary Guarantor; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h) and in the case of a Disposition of a dealership Subsidiary, Section 7.19; and (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement (i) may be dissolved or have its entity status terminated or (ii) so long as such Subsidiary does not qualify as a Restricted Subsidiary after giving effect to such Disposition, shall promptly at the request of the BorrowerCompany be released by the Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, at any time such Subsidiary thereafter qualifies as a Restricted Subsidiary, the Company shall cause to be delivered to the Administrative Agent all documents required to be delivered by Section 6.14 with respect to such Subsidiary in the timeframes set forth therein.