Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. (a) CFC and CHL will not, and will not permit any of their respective subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into CFC or CHL in a transaction in which CFC or CHL, as applicable, is the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries and is not materially disadvantageous to the Lenders and (vi) CFC or any Subsidiary may merge with a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation. (b) CFC will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Company will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, that if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary may merge into CFC or CHL the Company in a transaction in which CFC or CHL, as applicable, the Company is the surviving corporation, (ii) any subsidiary of CFC or CHL Subsidiary may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a Subsidiary (and (A) if any party to such merger is a Designated Subsidiary, the surviving entity is a Designated Subsidiary and (B) if any party to such merger is a Borrower, the surviving entity is a Borrower), (iii) any acquisition permitted under Section 6.04 may be accomplished by a merger of one or more Subsidiaries in a transaction in which the surviving entity is a Subsidiary may sell, transfer, lease or otherwise dispose of its assets (and (A) if any party to CFC, CHL or to such merger is a Designated Subsidiary, the surviving entity is a Designated Subsidiary and (B) if any party to such merger is a Borrower, the surviving entity is a Borrower) and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Borrower) may liquidate or dissolve if CFC the Company determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Company and is not materially disadvantageous to the Lenders and (vi) CFC Lenders; provided that any such merger or any Subsidiary may merge with amalgamation involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) or amalgamation shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Company will not, and will not permit any of its the Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Company and its the Subsidiaries on the date of execution of this Agreement Closing Date and businesses reasonably related theretothereto or to the healthcare industry or such other business as shall have been approved by the Required Lenders.

Fundamental Changes. (a) CFC and CHL will not, and will not permit any of their respective subsidiaries to, merge Merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or any line of business or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Restricted Subsidiary may merge into CFC with a Person pursuant to a Permitted Acquisition if the Borrower (or CHL in such Restricted Subsidiary if the Borrower is not a transaction in which CFC or CHL, as applicable, party to such merger) is the surviving corporationPerson, (ii) any subsidiary of CFC or CHL Restricted Subsidiary may merge into another Restricted Subsidiary, provided, that if any other subsidiary of CFC or CHL in party to such merger is a transaction in which Guarantor, the Guarantor shall be the surviving entity is a SubsidiaryPerson, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL or to a Subsidiaryany Loan Party, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Restricted Subsidiary (other than CHLa Guarantor) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (viv) CFC or any HMO Subsidiary and Insurance Subsidiary may merge with any other HMO Subsidiary, Insurance Subsidiary or Subsidiary of an HMO Subsidiary or Insurance Subsidiary; provided that (x) its assets are all disposed of pursuant to Section 2.12(a) and (y) any such merger involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC will not, and will not permit any of its Subsidiaries to, engage to any material extent Engage in any business other than businesses of the type conducted by CFC the Borrower and its Restricted Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC Intermediate Holdings and CHL the Borrower will not, and will not permit any of their respective subsidiaries Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sellconsummate a Division as the Dividing Person, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing that (i) any Restricted Subsidiary may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporationcompany, (ii) any subsidiary of CFC Restricted Subsidiary (other than the Borrower) or CHL other Person may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a SubsidiaryRestricted Subsidiary (and if a party to such transaction is a Loan Party, the resulting entity shall also be a Loan Party), (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose Dispose of its assets to CFC, CHL the Borrower or to a another Restricted Subsidiary, (iv) any Restricted Subsidiary that is a limited liability company may sellconsummate a Division as the Dividing Person if, transferimmediately upon the consummation of the Division, lease the assets of the applicable Dividing Person are held by one or otherwise dispose of its more Restricted Subsidiaries at such time, or, with respect to assets through transactions which are undertaken not so held by one or more Restricted Subsidiaries, such Division, in the ordinary course of its business or determined aggregate, would otherwise result in a Disposition permitted by CFC in good faith to be in the best interests of CFC Section 6.04(j) and its Subsidiaries, (v) any Restricted Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC Lenders; provided that any such merger or any Subsidiary may merge with Division involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) or Division shall not be permitted unless also permitted by Section 6.04 and (B) 6.05; provided further that, notwithstanding anything to the contrary in this Agreement, any Subsidiary which is a Division Successor resulting from a Division of assets of a Restricted Subsidiary may not be deemed to be an Immaterial Subsidiary at the case time of any merger involving CFC or CHL, CFC or CHL, as applicable, is in connection with the surviving corporationapplicable Division. (b) CFC Intermediate Holdings and the Borrower will not, and will not permit any of its the Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Borrower will not permit its fiscal year to end on a day other than the last Sunday of each calendar year or change the Borrower’s method of determining its fiscal quarters; provided that upon prior written notice to the Agent, Intermediate Holdings may, and may allow its Restricted Subsidiaries to, change its fiscal year to match the fiscal year end of MSG or any other MSG Company.

Fundamental Changes. (a) CFC and CHL No Loan Party will, nor will not, and will not it permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate liquidate, divide or dissolve, except provided, however, that, (1) any Loan Party may consummate a Permitted Acquisition, (2) any Loan Party may make a Disposition to the extent permitted under Section 6.05, and (3) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of any Borrower may merge into CFC or CHL a Borrower in a transaction in which CFC or CHL, as applicable, a Borrower is the surviving corporationentity, (ii) any subsidiary of CFC or CHL Borrower may merge into another Borrower, (iii) any Loan Party (other than any Borrower) may merge into any other subsidiary of CFC or CHL Loan Party in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, Loan Party and (iv) any Subsidiary that is not a Loan Party may sellliquidate, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate divide or dissolve if CFC determines the Borrowers determine in good faith that such liquidation liquidation, division or dissolution is in the best interests of CFC and its Subsidiaries the Borrowers and is not materially disadvantageous to the Lenders and (vi) CFC or Lender; provided, further that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrowers and its their Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto. (c) No Loan Party will, nor will it permit any Subsidiary to change its fiscal year or any fiscal quarter from the basis in effect on the Effective Date. (d) No Loan Party will change the accounting basis upon which its financial statements are prepared. (e) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of the Lender. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Lender as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a Subsidiary, Subsidiary Loan Party and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary, provided that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a SubsidiarySubsidiary Loan Party, and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, further, that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL No Loan Party will, nor will not, and will not it permit its any of their respective subsidiaries its Subsidiaries to, merge into or (i) merge, dissolve, liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate in favor of any Person or dissolve(ii) make or agree to make any amendment to its Organizational Documents to the extent that such amendment could reasonably be expected to be materially adverse to the interests of any Agent or Lender, except that, if at the time thereof and immediately after giving effect thereto so long as no Default exists or Event of Default shall have occurred and be continuing would result therefrom: (a) any Loan Party may merge with a Loan Party, provided, that (i) any Subsidiary may merge into CFC or CHL in a transaction in which CFC or CHL, as applicable, is the Borrower must be the surviving corporationentity of any such merger to which it is a party, (ii) any subsidiary no merger may occur between a Loan Party and a Subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries and is not materially disadvantageous to the Lenders and (vi) CFC or any Subsidiary may merge with a Person Loan Party that is not a wholly-owned Subsidiary immediately prior to Loan Party unless such merger if (A) permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, Loan Party is the surviving corporation.entity of any such merger, and (iii) no merger may occur between Subsidiaries of any Loan Party that are not Loan Parties; (b) CFC will notthe Loan Parties and their Subsidiaries may make Dispositions permitted by Section 6.04; (c) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; and (d) the Borrower may cause (i) the liquidation or dissolution of non-operating Subsidiaries of the Borrower with nominal assets and will not permit nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Borrower) or any of its Wholly-Owned Subsidiaries to, engage to so long as all of the assets (including any material extent interest in any business other than businesses Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of the type conducted by CFC and its Subsidiaries on Borrower that is not a Loan Party so long as all of the date assets of execution such liquidating or dissolving Subsidiary are transferred to a Subsidiary of this Agreement and businesses reasonably related theretothe Borrower that is not liquidating or dissolving.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Subsidiary may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a Subsidiarywholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary may sell, transfer, lease merge or otherwise dispose of its assets consolidate with any other Person in order to CFC, CHL or to effect a Subsidiary, Permitted Acquisition and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 6.04. No Loan Party shall, and (B) in shall permit any Subsidiary to, form or create any new Subsidiary that is not organized under the case law of any merger involving CFC or CHL, CFC or CHL, as applicable, is one of the surviving corporationstates of the United States. (b) CFC will not, and Holdings will not permit engage at any of its Subsidiaries to, engage to any material extent time in any business or business activity other than businesses (i) ownership and acquisition of Equity Interests in the Borrower, together with activities directly related thereto, (ii) performance of its obligations under and in connection with the Loan Documents and the other agreements contemplated hereby, (iii) actions incidental to the consummation of the type conducted Transactions, (iv) actions required by CFC law to maintain its existence, (v) the payment of dividends and taxes, (vi) the issuance of and the performance of obligations in respect of its Subsidiaries Equity Interests and Indebtedness and (vii) activities incidental to its maintenance and continuance and to the foregoing activities. Notwithstanding anything to the contrary contained in herein, (i) Holdings shall at all times own directly 100% of the Equity Interests of the Borrower and (ii) Holdings shall not sell, dispose of, ▇▇▇▇▇ ▇ ▇▇▇▇ on or otherwise transfer such Equity Interests in the date of execution of this Agreement and businesses reasonably related theretoBorrower (other than pursuant to the Loan Documents).

Fundamental Changes. (a) CFC and CHL Except as permitted by Section 7.6, the Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a SubsidiarySubsidiary Loan Party, and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lender; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 7.4. Notwithstanding the foregoing, the Borrower and (B) in the case Guarantors shall be permitted to transfer real properties to SPE Subsidiaries for the purpose of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporationpermanent financing of such properties. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of substantially the same type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL No Loan Party will, nor will not, and will not it permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) Holdings or any Subsidiary of Holdings may merge into CFC or CHL with the Borrower in a transaction in which CFC or CHL, as applicable, the surviving entity is the surviving corporationBorrower, (ii) any subsidiary of CFC or CHL Loan Party (other than the Borrower) may merge into any other subsidiary of CFC or CHL Loan Party in a transaction in which the surviving entity is a SubsidiaryLoan Party, (iii) any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to merge into any other Subsidiary that is not a SubsidiaryLoan Party, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) that is not a Loan Party may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders Lenders, and (viv) CFC or [intentionally omitted]; provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC No Loan Party will, nor will not, and will not it permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date hereof and businesses substantially related or incidental thereto (it being agreed that no material change shall be deemed to result from selling through retail or other additional channels), or (ii) own, operate or franchise any restaurant concept other than a “Potbelly Sandwich Works” restaurant concept and other restaurant concepts. (c) Neither Holdings nor the Manager will engage in any business or activity other than (i) the ownership of execution all the outstanding Equity Interests of the Borrower and activities incidental thereto, (ii) in the case of Holdings, holding the Parent Note, and (iii) in the case of the Manager, being the Manager of the Borrower and activities incidental thereto and holding all of the issued and outstanding Equity Interests of Potbelly Franchising; provided, that, Holdings shall be permitted to issue Equity Interests (other than to the extent such Equity Interests require dividends, redemptions or the making of any Restricted Payments of a type subject to Section 6.08) to the extent such interest would not result in an Event of Default. Neither Holdings nor the Manager shall own or acquire any assets (other than Equity Interests of the Borrower, in the case of Holdings, the Parent Note and payments in respect thereof, and, in the case of the Manager, Potbelly Franchising) and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities and other liabilities reasonably incurred in connection with its maintenance of its existence). (d) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and businesses reasonably related theretothe other Loan Documents.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, that if any party to such merger is a transaction in which CFC or CHLWholly Owned Subsidiary, as applicable, is the Wholly Owned Subsidiary shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sellmerge into the Borrower if Borrower is the surviving Person, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Wholly Owned Subsidiary) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Wholly Owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Company will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) (including, in each case any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing (i) any Subsidiary may merge into CFC or CHL the Company in a transaction in which CFC or CHL, as applicable, the Company is the surviving corporation, , (ii) any subsidiary Subsidiary, or branch of CFC the Company or CHL a Subsidiary, may merge into into, consolidate with, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) (including, in each case any other subsidiary disposition of CFC property to a Delaware Divided LLC pursuant to a Delaware LLC Division) all or CHL any substantial part of its assets, or all or substantially all of the Equity Interests to, any Subsidiary in a transaction in which the surviving entity is a Subsidiary, , (iii) any Subsidiary may sell, transfer, lease or otherwise dispose (including, in each case any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division) of its assets to CFC, CHL the Company or to a Subsidiary, another Subsidiary and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Company determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Company and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided that any Subsidiary may merge with merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related or strategically aligned thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve, except that, ; provided that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is a Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a Subsidiary, Subsidiary Loan Party and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as such term is defined in Section 7.4 below), if (A) any, is also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL BKRF will not, and will not permit any of the other RCF Loan Parties or their respective subsidiaries Subsidiaries to, merge into or (i) merge, dissolve, liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate in favor of any Person or dissolve(ii) make or agree to make any amendment to its Organizational Documents (as defined in the RCF Agreement) to the extent that such amendment could reasonably be expected to be materially adverse to the interests of ▇▇▇▇▇, except that, if at the time thereof and immediately after giving effect thereto so long as no Default exists or Event of Default shall have occurred and be continuing would result therefrom: (a) any RCF Loan Party may merge with a RCF Loan Party, provided, that (i) any Subsidiary may merge into CFC or CHL in a transaction in which CFC or CHL, as applicable, is BKRF must be the surviving corporationentity of any such merger to which it is a party, (ii) any subsidiary no merger may occur between a RCF Loan Party and a Subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries and is not materially disadvantageous to the Lenders and (vi) CFC or any Subsidiary may merge with a Person RCF Loan Party that is not a wholly-owned Subsidiary immediately prior to RCF Loan Party unless such RCF Loan Party is the surviving entity of any such merger, and (iii) no merger if may occur between Subsidiaries of any RCF Loan Party that are not RCF Loan Parties; (Ab) the RCF Loan Parties and their Subsidiaries may make Dispositions permitted by Section 6.04 and (BDispositions) in of the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation.RCF Agreement; (bc) CFC will notany Investment permitted by Section 6.06 (Investments; Subsidiaries) of the RCF Agreement may be structured as a merger, consolidation or amalgamation; and (d) BKRF may cause (i) the liquidation or dissolution of non-operating Subsidiaries of BKRF with nominal assets and will not permit nominal liabilities, (ii) the liquidation or dissolution of a RCF Loan Party (other than BKRF) or any of its Wholly-Owned Subsidiaries to, engage to so long as all of the assets (including any material extent interest in any business other than businesses Equity Interests) of such liquidating or dissolving RCF Loan Party or Subsidiary are transferred to a RCF Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of BKRF that is not a RCF Loan Party so long as all of the type conducted by CFC and its Subsidiaries on the date assets of execution such liquidating or dissolving Subsidiary are transferred to a Subsidiary of this Agreement and businesses reasonably related theretoBKRF that is not liquidating or dissolving.

Fundamental Changes. (a) CFC and CHL No Borrower will, nor will not, and will not it permit any of their respective subsidiaries other Loan Party to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) all or substantially all any of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if and provided that with respect to the matters in the following clauses (ii) through (v) at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Borrower or Subsidiary may sell, transfer or lease inventory and scrap or otherwise dispose of obsolete material, inventory or equipment in the ordinary course of business upon terms substantially consistent with past practices, (ii) any Subsidiary of a Borrower may merge into CFC or CHL a Borrower in a transaction in which CFC or CHL, as applicable, a Borrower is the surviving corporationentity, (iiiii) any subsidiary of CFC or CHL Loan Party (other than a Borrower) may merge into any other subsidiary of CFC or CHL Loan Party in a transaction in which the surviving entity is a SubsidiaryLoan Party, (iiiiv) any Subsidiary Borrower may merge into any other Borrower (other than Alta Group), (v) any Loan Party may sell, transfer, lease or otherwise dispose of its assets to CFCany other Loan Party, CHL or to a Subsidiary, and (ivvi) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC determines the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrowers and is not materially disadvantageous to the Lenders and (vi) CFC or all assets of such Subsidiary are transferred to a Loan Party; provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC No Loan Party will, nor will not, and will not it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of its Subsidiaries Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.09 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents. (c) No Borrower will, nor will it permit any Guarantor to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrowers and its Subsidiaries Guarantors on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL will notNeither STX nor the Borrower will, and will not permit any of their respective subsidiaries Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with itSTX or the Borrower or any of their respective Subsidiaries, or liquidate or dissolve, nor will STX or the Borrower sell, 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 the assets of the stock Borrower and the Subsidiaries, taken as a whole (whether directly or through the sale, transfer, lease or other disposition of any the assets of its Subsidiaries (in each case, whether now owned one or hereafter acquiredmore Subsidiaries), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary Person may merge into CFC with STX or CHL in a transaction in which CFC or CHL, as applicable, is the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL Borrower in a transaction in which the surviving entity is a SubsidiaryPerson organized or existing under the laws of the United States of America, any State thereof, the District of Columbia or Ireland or the Cayman Islands and, if such surviving entity is not STX or the Borrower, as the case may be, such Person expressly assumes, in writing, all the obligations of STX or the Borrower, as the case may be, under the Loan Documents and provides the Lenders with requisite “know-your-customer” information as reasonably requested by a Lender, and (iiiii) any Subsidiary Person may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) merge into any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions in a transaction in which are undertaken in the ordinary course of its business or determined by CFC in good faith surviving entity is a Subsidiary and (if any party to be in the best interests of CFC such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders, provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary of the Borrower immediately prior to such merger if (A) shall not be permitted unless also permitted by Section Sections 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6. (b) CFC Each of STX and the Borrower will not, and will not permit any of its Subsidiaries subsidiaries to, engage to any material extent in any business other than (i) businesses of the type conducted by CFC STX, the Borrower and its the Subsidiaries on the date of execution of this Agreement and businesses reasonably related theretorelated, ancillary or complementary thereto and (ii) in the case of the SPE Subsidiaries, Permitted Receivables Financings.

Fundamental Changes. (a) CFC and CHL No Loan Party will, nor will not, and will not it permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Loan Party (other than the Borrower) may merge into any other subsidiary of CFC or CHL Loan Party in a transaction in which the surviving entity is a SubsidiaryLoan Party, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to that is not a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) Loan Party may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (viiv) CFC any other Person may merge into or consolidate with the Borrower or any Subsidiary may merge in connection with a Permitted Acquisition so long as the Borrower or such Subsidiary is the surviving entity of such merger or consolidation; provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC No Loan Party will, nor will not, and will not it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and nor -------------------- will not it permit any of their respective subsidiaries Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary Person may merge into CFC the Borrower or CHL in a Restricted Subsidiary (other than a License Subsidiary) pursuant to a transaction in which CFC that constitutes a Permitted Acquisition, provided that the -------- survivor of such merger is the Borrower or CHLa Restricted Subsidiary, as applicable, is the surviving corporation, ; (ii) any subsidiary of CFC or CHL Restricted Subsidiary (other than a License Subsidiary) may merge into any other subsidiary of CFC or CHL Restricted Subsidiary (other than a License Subsidiary) in a transaction in which the surviving entity is a Restricted Subsidiary, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL the Borrower or to another Restricted Subsidiary (other than a License Subsidiary, ) or (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the its best interests of CFC and its Subsidiaries and is not materially disadvantageous to the Lenders and (vi) CFC Lenders; provided -------- that any such merger involving the Borrower or any Subsidiary may merge with a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Borrower will not, and nor will not it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC telecommunications and its Subsidiaries on the date of execution of this Agreement data networking business and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL Neither Holdings nor the Borrower will, nor will not, and will not they permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Subsidiary (other than the Borrower) may merge into any other subsidiary of CFC or CHL Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLthe Borrower ) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and Lenders, (vi) CFC or any Subsidiary may merge with another entity to implement a Permitted Acquisition and (v) any Subsidiary of the Borrower may merge with another entity to implement a sale or other disposition of such Subsidiary otherwise permitted by this Agreement, provided that, after giving effect thereto, such Subsidiary shall no longer be a Subsidiary; provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement Effective Date and businesses reasonably related thereto. (c) Holdings will not engage in any business or activity other than the ownership of all the outstanding shares of capital stock of the Borrower and activities incidental thereto, including the conduct of stock repurchase programs, administering payrolls for executive officers and other activities incidental to its existence as a publicly-owned holding company. Holdings will not own or acquire any assets (other than shares of capital stock of the Borrower, cash, promissory notes held pursuant to clause (g) of Section 6.04 and Permitted Investments) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities). Holdings will not have any Subsidiaries, other than the Borrower and its Subsidiaries.

Fundamental Changes. (a) CFC and CHL will not, and will not permit Neither Holdings nor any of their respective subsidiaries tothe Restricted Subsidiaries shall merge, merge into or amalgamate, dissolve, liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries assets (in each case, whether now owned or hereafter acquired) to or in favor of any Person (other than as part of the Transaction), or liquidate or dissolve, except that: (a) any Restricted Subsidiary of the Borrower may merge, if at amalgamate or consolidate with (i) the time thereof and immediately after giving effect thereto no Default Borrower (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 Event surviving Person or (ii) one or more other Restricted Subsidiaries of Default the Borrower; provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary, a Loan Party shall have occurred and be the continuing or surviving Person; (i) any Subsidiary that is not a Loan Party may merge merge, amalgamate or consolidate with or into CFC or CHL in any other Subsidiary that is not a transaction in which CFC or CHL, as applicable, is the surviving corporation, Loan Party and (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve or change its legal form if CFC Holdings determines in good faith that such liquidation or dissolution action is in the best interests interest of CFC Holdings and its Subsidiaries and is if not materially disadvantageous to the Lenders and (vi) CFC or any Subsidiary may merge with a Person it being understood that is not a wholly-owned Subsidiary immediately prior to such merger if (A) permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHLchange in legal form, CFC or CHL, as applicable, a Subsidiary that is the surviving corporation.a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (bc) CFC will not, and will not permit any Restricted Subsidiary may Dispose of all or substantially all of its Subsidiaries toassets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, engage then (i) the transferee must be a Guarantor or the Borrower or (ii) to any material the extent constituting an Investment, such Investment must be a permitted Investment in any business or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 (other than businesses Section 7.02(e)) and 7.03, respectively; (d) so long as no Event of Default exists or would result therefrom (in the case of a merger or amalgamation involving a Loan Party), any Restricted Subsidiary may merge or amalgamate 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, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11 to the extent required pursuant to the Collateral and Guarantee Requirement; (e) so long as no Default exists or would result therefrom, the Borrower may merge 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 expressly assume all the obligations of the type conducted by CFC and its Subsidiaries on the date of execution of Borrower under this Agreement and businesses 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, (B) 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, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to each applicable Collateral Document confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (D) 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, (E) 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 and an opinion of counsel in form and substance reasonably satisfactory to the Administrative Agent and (F) the Administrative Agent shall have determined that such merger is not adverse to the interests of the Lenders in any respect; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; (f) so long as no Default exists or would result therefrom, Holdings may merge with any Person that is a holding company; provided that (i) Holdings shall be the continuing or surviving company or (ii) if the Person formed by or surviving such merger or consolidation is not Holdings, (A) such Person shall expressly assume all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto reasonably satisfactory to the Administrative Agent, (B) Holdings 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 such Collateral Document comply with this Agreement and an opinion of counsel in form and substance reasonably satisfactory to the Administrative Agent and (C) the Administrative Agent shall have determined that such merger is not adverse to the interests of the Lenders in any respect; provided, further, that if the foregoing are satisfied, the successor of such merger, will succeed to, and be substituted for, Holdings under this Agreement; (g) Holdings and the Restricted Subsidiaries may consummate the Acquisition, related transactions contemplated by the Acquisition Agreement (and documents related thereto) and the Transactions; and (h) so long as no Event of Default exists or would result therefrom, a merger, amalgamation, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and nor will not it permit any of their respective subsidiaries Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary Person may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Person may merge into any other subsidiary of CFC or CHL Restricted Subsidiary in a transaction in which the surviving entity is a SubsidiaryRestricted Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (viiv) CFC or any Restricted Subsidiary that is part of an asset sale permitted under this Agreement may merge with another entity in order to effect a sale of such Subsidiary; provided that such merger is treated as a sale of assets and otherwise complies with, and is permitted by, this Agreement; provided that any such merger involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Borrower will not, and will not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Restricted Subsidiaries on the date of execution of this Agreement Effective Date and businesses reasonably related related, ancillary or complementary thereto.

Fundamental Changes. (a) CFC and CHL The Parent Borrower will not, and will not permit any of their respective subsidiaries Material Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock Capital Stock of any of its the Material Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate liquidate, wind up or dissolve, except that, (i) if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) continuing, any Subsidiary Person may amalgamate, consolidate or merge with or into CFC or CHL in a transaction in which CFC or CHLany Borrower so long as, as if applicable, such Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL may amalgamate, consolidate or merge with or into any other subsidiary of CFC or CHL in a transaction in which Subsidiary so long as, if applicable, the surviving entity is a Subsidiary, (iiiii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL any Borrower or to a any other Subsidiary, or amalgamate, consolidate or merge with or into, any Borrower or any other Subsidiary, (iii) any Subsidiary may make any Disposition permitted by Section 7.5 and (iv) any Subsidiary may sellliquidate, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate wind up or dissolve if CFC the Parent Borrower determines in good faith that such liquidation liquidation, winding up or dissolution is in the best interests of CFC and its Subsidiaries the Parent Borrower and is not materially disadvantageous to the Lenders and (vi) CFC Lenders; provided that any such amalgamation, consolidation or any Subsidiary may merge with merger involving a Person that is not a whollyWholly-owned Owned Subsidiary immediately prior to such amalgamation, consolidation or merger if (A) shall not be permitted unless also permitted by Section 6.04 7.7; and (B) provided further that if such amalgamation, consolidation or merger involves any Borrower, the continuing entity resulting from such combination shall, if reasonably requested by the Administrative Agent, execute and deliver an assumption agreement with respect to the Obligations of such Borrower together with supporting documentation and legal opinions, all in form and substance reasonably satisfactory to the case Administrative Agent. Notwithstanding the foregoing, the Parent Borrower and its Domestic Subsidiaries shall not be permitted to transfer or otherwise dispose of, including through any merger, amalgamation or consolidation, any substantial portion of any merger involving CFC the assets or CHL, CFC or CHL, operations of itself and such Domestic Subsidiaries taken as applicable, is a whole to the surviving corporationCanadian Borrower and its Subsidiaries. (b) CFC The Parent Borrower will not, and will not permit any of its the Material Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Parent Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL will notNone of Holdings, and will not permit the Borrower or any of their respective subsidiaries toits Restricted Subsidiaries shall merge, merge into or dissolve, liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolvein favor of any Person, except that: (a) any Restricted Subsidiary may merge, if at amalgamate or consolidate with (i) the time thereof and immediately after giving effect thereto no Default Borrower (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 Event of Default surviving Person or (ii) Holdings or (iii) one or more other Restricted Subsidiaries; provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary, a Loan Party shall have occurred and be the continuing or surviving Person, except in connection with an Investment or Disposition otherwise permitted hereunder; (i) any Subsidiary that is not a Loan Party may merge merge, amalgamate or consolidate with or into CFC or CHL in any other Subsidiary that is not a transaction in which CFC or CHL, as applicable, is the surviving corporationLoan Party, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLthe Borrower) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution action is in the best interests interest of CFC the Borrower and its Subsidiaries and the Borrower reasonably determines that such action is not materially disadvantageous to the Lenders and or (viiii) CFC Holdings or any Subsidiary may merge change its legal form if (x) the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and the Borrower reasonably determines that such action is not materially disadvantageous to the Lenders (it being understood that a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder) and (y) (1) such change in legal form will not adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral or (2) the Borrower promptly takes such steps (with the cooperation of the Borrower and the applicable Subsidiary, to the extent necessary or advisable) as are reasonably necessary or advisable to properly maintain the validity, perfection and priority of the Administrative Agent’s security in interest in the Collateral; (c) any Restricted Subsidiary (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Holdings, the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a Person that transaction is a 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 which is not a wholly-owned Subsidiary immediately prior Loan Party in accordance with Sections 7.02 and 7.03, respectively; (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 confirm 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 by a reaffirmation of the Security Agreement and other applicable Collateral Documents confirm 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 by an amendment to or restatement of the applicable Mortgage (Aor other instrument reasonably satisfactory to the Administrative Agent) permitted by Section 6.04 confirm that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (F) the Administrative Agent shall either (x) reasonably determine that such merger or consolidation will not adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral, or (y) take such steps (with the cooperation of the Borrower or the Successor Company, as the case may be, to the extent necessary or advisable) as are reasonably necessary or advisable to properly maintain the validity, perfection and priority of the Administrative Agent’s security interest in the Collateral and (BG) the Borrower shall deliver 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; (e) so long as no Default exists or would result therefrom (in the case of any a merger involving CFC a Loan Party), 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 CHLsurviving Person shall be a Restricted Subsidiary or the Borrower, CFC or CHLwhich together with each of its Restricted Subsidiaries, as applicable, is shall comply with the surviving corporation.requirements of Section 6.11 to the extent required pursuant to the Collateral and Guarantee Requirement; and (bf) CFC will notso long as no Default exists or would result therefrom, and will not permit Holdings, the Borrower or any of its Restricted Subsidiaries tomay effect a merger, engage dissolution, liquidation, consolidation or Disposition, the purpose of which is to any material extent in any business other than businesses of the type conducted by CFC and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related theretoeffect a Disposition permitted pursuant to Section 7.05.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries its Restricted Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing ; provided that (i) the Borrower or any Restricted Subsidiary may merge into CFC with a Person if the Borrower (or CHL in such Restricted Subsidiary if the Borrower is not a transaction in which CFC or CHL, as applicable, party to such merger) is the surviving corporationPerson, (ii) any subsidiary of CFC or CHL Restricted Subsidiary may merge into the Borrower or another Restricted Subsidiary, provided that if any other subsidiary of CFC party to such merger is the Borrower or CHL in a transaction in which Subsidiary Loan Party, the Borrower or such Subsidiary Loan Party, as applicable, shall be the surviving entity is a SubsidiaryPerson, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a SubsidiarySubsidiary Loan Party, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Restricted Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, further, that any Subsidiary may merge with such transaction involving a Person that is not a wholly-owned Wholly Owned Subsidiary immediately prior to such merger if transaction shall not be permitted unless also permitted by Sections 7.4 and 7.6 and (Av) so long as no Event of Default exists or would result therefrom, any merger, consolidation or other fundamental change necessary to effect a Permitted Acquisition, Investment permitted by Section 6.04 7.4 and other transactions permitted by Section 7.6; provided that the continuing or surviving Person shall be a Restricted Subsidiary that shall have complied with the requirements of Section 5.10. Any reference in this Section 7.3 or in Section 7.6 to a combination, merger, consolidation, disposition, dissolution, liquidation or transfer shall be deemed to apply to a Division (Bor the unwinding of such a Division) in the case of any merger involving CFC as if it were a combination, merger, consolidation, disposition, dissolution, transfer or CHL, CFC or CHLsimilar term, as applicable, is the surviving corporationto or with a separate Person. (b) CFC will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) CFC The Parent and CHL the Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary Person may merge into CFC the Parent or CHL the Borrower in a transaction in which CFC the Parent or CHLthe Borrower, as applicablethe case may be, is the surviving corporation, (ii) any subsidiary of CFC or CHL Person may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFCthe Parent, CHL the Borrower or to a Subsidiaryanother Loan Party, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose disposition of its assets through transactions which are undertaken in the ordinary course of its business or determined constituting an investment permitted by CFC in good faith to Section 6.05(c) shall be in the best interests of CFC permitted and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower or the Parent (as the case may be) determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower or the Parent (as the case may be) and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.05. (b) CFC The Parent and the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by CFC the Parent, the Borrower and its the Subsidiaries on the date of execution of this Agreement and businesses reasonably related or incidental thereto.

Fundamental Changes. (a) CFC and CHL The US Borrower will not, and will not permit any of their respective subsidiaries its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assetsassets (other than sales of Receivables, operating leases through its leasing Subsidiaries or interests therein in the ordinary course of business for finance companies by the US Borrower or a Securitization Subsidiary in connection with a Qualified Securitization Transaction), or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary Person may merge into CFC or CHL any Borrower in a transaction in which CFC or CHL, as applicable, such Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Person (other than the US Borrower) may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a direct or indirect Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL the US Borrower or to a another Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the US Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the US Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 8.06 and (Bv) in the case US Borrower may sell, transfer, lease or otherwise dispose of stock of any merger involving CFC Subsidiary and any Subsidiary may sell, transfer, lease or CHLotherwise dispose of all or substantially all of its assets, CFC or CHL, so long as applicable, is the surviving corporationaggregate consideration received in any such transaction does not exceed $25,000,000 and shall be applied to the extent required by Section 4.06. (b) CFC The US Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the US Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related related, similar, supportive or ancillary thereto.

Fundamental Changes. (a) CFC and CHL KPP will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into CFC or CHL in with a transaction in which CFC or CHL, as applicable, Person if such Subsidiary is the surviving corporationPerson, (ii) any subsidiary of CFC or CHL Subsidiary may merge into another Subsidiary; provided, that if any other subsidiary of CFC or CHL in party to such merger is a transaction in which Guarantor, the Guarantor shall be the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary of the Borrower may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a Subsidiary, Guarantor and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Guarantor) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or any Subsidiary may merge with a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporationLenders. (b) CFC KPP will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC KPP and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL Except as permitted in Section 6.19, the Sponsor will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except thathowever, that if at the time thereof and immediately after giving effect thereto thereto, no Default Unmatured Credit Event or Credit Event of Default shall have occurred and be continuing (i) the Sponsor or any Subsidiary may merge with a Person if the Sponsor (or such Subsidiary if the Sponsor is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, however, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Sponsor or to a Subsidiary, Subsidiary Loan Party and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve into a Subsidiary Loan Party) or into the Sponsor if CFC the Sponsor determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Sponsor and is not materially disadvantageous to the Lenders and (vi) CFC or Participants; provided, however, that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.19. (b) CFC The Sponsor will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Sponsor and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferor lease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a SubsidiarySubsidiary Loan Party, (iv) the Borrower and any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets through transactions which are undertaken to the extent permitted in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC Section 7.6, and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries taken as whole on the date of execution of this Agreement hereof and businesses reasonably related thereto, except where the Investment made, and other funds expended or committed with respect to such business, do not exceed $5,000,000 in each new business.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing: (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary, provided that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is a Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a SubsidiarySubsidiary Loan Party, and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, further, that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related or ancillary thereto.

Fundamental Changes. (a) CFC and CHL The Company will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Company or any Subsidiary may merge with a Person if the Company (or such Subsidiary if the Company is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC another Subsidiary or CHL in the Company; provided, however, that if the Company is a transaction in which CFC or CHLparty to such merger, as applicable, is the Company shall be the surviving corporationPerson, (ii) provided, further, that if any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which Subsidiary to such merger is an Obligor, the Obligor shall be the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Company or to a Subsidiaryan Obligor, (iv) ARPR, AIC or any Subsidiary Additional Obligor may sell, transfer, lease liquidate or otherwise dispose of its assets through transactions which are undertaken in dissolve into the ordinary course of its business Company if such liquidation or determined by CFC in good faith to be in the best interests of CFC and its Subsidiariesdissolution does not have a Material Adverse Effect, (v) any other Subsidiary (other than CHL) may liquidate or dissolve if CFC the Company determines in good faith that such liquidation or dissolution is in does not have a Material Adverse Effect and such Subsidiary liquidates or dissolves into another Obligor or the best interests of CFC and its Subsidiaries and is not materially disadvantageous to the Lenders and (vi) CFC or Company; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation.paragraph 6I. (b) CFC The Company will not, and will not permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by CFC the Company and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL Excluding Permitted Acquisitions, the Borrower will not, and will not permit any of their respective subsidiaries the Loan Parties to, make any Acquisitions, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries the Loan Parties (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary Loan Party may merge into CFC with a Person if the Borrower (or CHL in such Loan Party if the Borrower is not a transaction in which CFC or CHL, as applicable, party to such merger) is the surviving corporationPerson, (ii) any subsidiary of CFC or CHL Loan Party may merge into any other subsidiary of CFC or CHL in a transaction in which another Loan Party, so long as the Borrower and Parent are at all times surviving entity is a Subsidiaryentities, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a Subsidiarythe Parent, and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary Loan Party (other than CHLthe Borrower or the Parent) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, further, that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary of Borrower or Parent immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries the Loan Parties to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries the Loan Parties on the date of execution of this Agreement hereof and businesses or lines of business incidental or reasonably related thereto.

Fundamental Changes. (a) CFC The Parent and CHL the Borrower will not, and will not permit any of their respective subsidiaries Credit Party to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or 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 any of the stock Equity Securities of any of its the Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary may merge into CFC or CHL in a transaction in which CFC or CHL, as applicable, is amalgamate with the surviving corporationBorrower, (ii) any subsidiary of CFC or CHL Subsidiary may merge into amalgamate with any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL the Borrower or to a another Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve into the Borrower or another Credit Party if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC the Borrower and its Subsidiaries and the Administrative Agent determines that such liquidation or dissolution is not materially disadvantageous to the Lenders Lenders, and (viv) CFC or any Subsidiary the Parent may merge amalgamate with a Person that is not a whollythe Pre-owned Subsidiary immediately prior to such merger if (A) permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHLFiling Parent, as applicablecontemplated by Article 3 of the Plan of Arrangement; provided that any amalgamation pursuant to Sections 6.3(i), (ii) or (v) shall not be permitted unless the amalgamated corporation confirms to the Administrative Agent in writing that the amalgamated corporation is liable, by operation of law or otherwise, for the surviving corporation. (b) CFC obligations of the Borrower or the relevant amalgamating corporation under this Agreement. The Borrower will not, and will not permit any of its Subsidiaries Credit Party to, engage to any material extent in any material business other than businesses of the type conducted by CFC and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related theretoBusiness.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary Person may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Person may merge into any other subsidiary of CFC or CHL a Loan Party in a transaction in which the surviving entity is a Subsidiarysuch Loan Party (provided that any such merger involving the Borrower must result in the Borrower as the surviving entity), (iii) any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose Dispose of its assets to CFC, CHL the Borrower or to a Subsidiary, another Subsidiary and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) that is not a Loan Party may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries and is not materially disadvantageous to the Lenders and (vi) CFC Lenders; provided that any such merger or any Subsidiary may merge with consolidation involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) or consolidation shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.05. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) The Borrower will not permit its fiscal year to end on a day other than the last Sunday of December or change the Borrower’s method of determining its fiscal quarters.

Fundamental Changes. (a) CFC and CHL Neither Holdings nor the -------------------- Borrower will, nor will not, and will not they permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Person may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary Holdings may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, merge into the Borrower in connection with the initial Public Equity Offering by the Borrower and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided that any Subsidiary may merge with -------- such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of substantially the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) Holdings will not engage in any business or activity other than the ownership of all the outstanding shares of capital stock of the Borrower and activities incidental thereto. Holdings will not own or acquire any assets (other than shares of capital stock of the Borrower, cash and Permitted Investments) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities).

Fundamental Changes. (a) CFC and CHL will The Borrower shall not, and will shall not permit any of their respective subsidiaries its Subsidiaries to, merge into into, amalgamate or consolidate with any other Person, or permit any other Person to merge into into, amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing: (i) any Subsidiary of the Borrower (other than any ▇▇▇▇ Insurance Subsidiary) may merge into CFC or CHL in a transaction in which CFC or CHL, as applicable, is the surviving corporation, (ii) amalgamate with any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL Loan Party in a transaction in which the surviving entity is a SubsidiaryLoan Party, (ii) any Loan Party (other than the Borrower) may effect a merger, dissolution, liquidation, consolidation or amalgamation to effect a disposition permitted pursuant to Section 7.05 and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary Loan Party (other than CHL) the Borrower), the Guam Subsidiary and the ZC Partnership may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC so long as all of the assets of such Loan Party or the ZC Partnership, as applicable, are transferred to a Loan Party that is not liquidating or dissolving; provided that any Subsidiary may merge with such merger, amalgamation or consolidation involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) merger, amalgamation or consolidation shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.04. (b) CFC will The Borrower shall not, and will shall not permit any of its Subsidiaries other Loan Party to, engage to any material extent in any business other than businesses of the type conducted by CFC the Loan Parties and its their Subsidiaries on the date of execution of this Agreement Closing Date and businesses reasonably related thereto. The Borrower shall not permit the Guam Subsidiary to hold any material assets or become liable for any Indebtedness or any other material obligations, or engage in any activities other than those incident to the maintenance of its existence or to the orderly liquidation and winding-up thereof.

Fundamental Changes. (a) CFC Each of the Parent and CHL the Borrower will not, and will not permit any of their respective subsidiaries Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its the Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), except as permitted pursuant to Section 6.13, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary Person may merge into CFC the Parent or CHL the Borrower in a transaction in which CFC the Parent or CHLthe Borrower, as applicablerespectively, is the surviving corporationPerson, (ii) any subsidiary of CFC or CHL Person may merge into any other subsidiary of CFC or CHL Guarantor in a transaction in which the surviving entity is a Subsidiarywholly-owned, directly or indirectly, by the Borrower and such surviving entity is such Guarantor or expressly assumes in writing (in form and substance satisfactory to the Administrative Agent) all obligations of such Guarantor under the Loan Documents, (iii) any Person may merge into any Restricted Subsidiary that is not a Guarantor in a transaction in which the surviving entity is wholly-owned, directly or indirectly, by the Borrower and, if such surviving entity constitutes a Material Domestic Subsidiary, the Parent, the Borrower and such surviving entity comply with the requirements of Section 5.13, (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFCthe Parent, CHL the Borrower or to a Subsidiary, (iv) any another Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Restricted Subsidiary (other than CHL) may liquidate or dissolve if CFC the Parent or the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC the Parent and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Parent and the Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by CFC the Parent, the Borrower and its the Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. From and after the date hereof, the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, acquire or make any other expenditures (whether such expenditure is capital, operating or otherwise) in or related to any Oil and Gas Properties not located within the geographical boundaries of the United States or form or acquire any Subsidiary organized under any jurisdiction outside of the United States.

Fundamental Changes. (a) CFC and CHL The Sponsor will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Credit Event of Default shall have occurred and be continuing (i) the Sponsor or any Subsidiary may merge with a Person if the Sponsor (or such Subsidiary if the Sponsor is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC another Subsidiary or CHL in the Sponsor; provided, however, that if the Sponsor is a transaction in which CFC or CHLparty to such merger, as applicable, is the Sponsor shall be the surviving corporationPerson, (ii) provided, further, that if any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in Subsidiary to such merger is a transaction in which Guarantor, the Guarantor shall be the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Sponsor or to a SubsidiaryGuarantor, and (iv) any other Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Sponsor determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries and the Sponsor, is not materially disadvantageous to the Lenders Participants, and (vi) CFC such Subsidiary dissolves into another Guarantor or the Sponsor; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation8.4. (b) CFC The Sponsor will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Sponsor and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (ai) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Material Subsidiary (other than American Steamship Company) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Material Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (iA) any Subsidiary the Borrower may merge into CFC or CHL GATX Corporation, in a transaction in which CFC GATX Corporation or CHL, as applicable, the Borrower is the surviving corporation, (iiB) any subsidiary of CFC or CHL Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (C) any Person may merge into any other subsidiary of CFC or CHL Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary, (iiiD) any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL the Borrower or to a Subsidiaryanother Material Subsidiary or, in an arm's length transaction, to any other Person and (ivE) any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or any Subsidiary may merge with a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporationLenders. (bii) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries subsidiaries on the date of execution of this Agreement Agreement, and businesses reasonably related thereto, including, without limitation, the business of leasing, investing in, financing and selling transportation, industrial and commercial equipment and commercial and other real estate investment property and companies and activities related thereto.

Fundamental Changes. (a) CFC and CHL will notNeither the Parent nor the Borrower will, and neither of them will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) the Parent may merge with or into any other Person so long as the Parent is the surviving entity, (ii) the Borrower may merge with or into any other Person so long as the Borrower is the surviving entity and remains a wholly owned subsidiary of the Parent, (iii) any Subsidiary may merge into CFC with or CHL in a transaction in which CFC or CHL, as applicable, is the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL wholly owned Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) Subsidiary and any Subsidiary may sell, transfer, lease merge with or otherwise dispose of its assets to CFC, CHL or to into Borrower in a Subsidiarytransaction in which the Borrower is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in to the ordinary course of its business Borrower or determined by CFC in good faith to be in the best interests of CFC another Subsidiary and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the its best interests of CFC and its Subsidiaries and is not materially disadvantageous to the Lenders and (vi) CFC or any Subsidiary may merge with a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporationLenders. (b) CFC will notNeither the Parent nor the Borrower will, and neither of them will permit any Subsidiary to, and the Parent will not permit any of its Subsidiaries toother subsidiaries, to engage to any material extent in any business other than a Qualifying Business and any businesses incidental, related or ancillary to, or which are entered into as a means of facilitating or enhancing, any of the type conducted by CFC and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related theretoforegoing.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into into, acquire or consolidate with any other Person, or permit any other Person (including but not limited to any professional association) to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Subsidiary may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL the Borrower or to a Subsidiary, another Subsidiary and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type business conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related theretoAgreement.

Fundamental Changes. (a) CFC and CHL will The Borrower shall not, and will not nor shall it permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sellwind up, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary Person may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Person (other than the Borrower) may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a SubsidiarySubsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party, (iii) any Subsidiary Asset Sale permitted under Section 6.04 may sell, transfer, lease be structured as a merger or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, consolidation and (iv) any Subsidiary may sellwind up, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC (A) the Borrower determines in good faith that such winding up, liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (viB) CFC with respect to any winding up, liquidation or dissolution of a Subsidiary Loan Party, all proceeds and distributions resulting from such winding up, liquidation or dissolution shall be made to other Subsidiary Loan Parties, provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Wholly Owned Subsidiary of the Borrower immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 Sections 6.02, 6.04, 6.08 and (B) in the case of any merger involving CFC or CHL, CFC or CHL6.14, as applicable, is the surviving corporation. (b) CFC The Borrower will not, and will cause the Subsidiaries not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type business now being conducted by CFC the Borrower and its the Subsidiaries on the date of execution of this Agreement and other businesses reasonably directly related theretoor complementary to such business.

Fundamental Changes. (a) CFC and CHL No Consolidated Entity will not, and will not permit any of their respective subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into CFC or CHL the Parent Borrower in a transaction in which CFC or CHL, as applicable, the Parent Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Subsidiary may merge into any other subsidiary of CFC or CHL Wholly-Owned Subsidiary in a transaction in which the surviving entity is a SubsidiaryWholly-Owned Subsidiary and, if any party to such merger is a Loan Party, is or becomes a Loan Party, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Loan Party) may liquidate or dissolve if CFC the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries and the Parent Borrower, is not materially disadvantageous to the Lenders and could not reasonably be expected to have a Material Adverse Effect, (viiv) CFC or any Foreign Subsidiary may merge with a Person into any other Foreign Subsidiary that is not a whollyWholly-owned Owned Subsidiary immediately prior to such merger if (A) permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, a transaction in which a Foreign Subsidiary that is a Wholly-Owned Subsidiary is the surviving corporation, (v) any Wholly-Owned Subsidiary may merge into any Person in order to consummate a Permitted Acquisition permitted by Section 6.04(e) so long as after giving effect thereto the Person surviving such merger is a Subsidiary and (vi) any Consolidated Entity may effect the closure of a division in such Consolidated Entity. (b) CFC No Consolidated Entity will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC and its Subsidiaries the Consolidated Entities on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL will not, and The Borrower will not permit any of their respective subsidiaries to, merge into or consolidate with any other Personor merge with or into, or permit any other Person to merge into transfer all or consolidate with itsubstantially all, or sellany substantial portion, transfer, lease of its properties and assets to one or otherwise dispose of (more Persons in one transaction or in a series of transactionsrelated transactions unless (i) if the Borrower is the surviving entity in any such consolidation or merger, after giving effect to such transaction, there would not exist any Default or Event of Default hereunder, (ii) if the Borrower is not the surviving entity in any such consolidation or merger, each of the Lenders (or in the case of any such consolidation or merger which is in the nature of an internal corporate reorganization of only the Borrower and its Subsidiaries and does not, in the reasonable judgment of the Required Lenders affect, in any material respect, the creditworthiness of the Borrower, the Required Lenders) consents to such consolidation or merger in advance or (iii) if the Borrower transfers all or substantially all, or any substantial portion, of its properties and assets, the transferee or transferees thereto are wholly owned Subsidiaries (except the transferee or transferees of any substantial portion of its properties and assets, but not all or substantially all of its properties and assets, or all or shall not be required to be wholly owned Subsidiaries if the transfer is for fair consideration as reasonably determined by the Borrower) and any such transferee that is a domestic Subsidiary becomes a Loan Guarantor hereunder pursuant to a Joinder Agreement substantially all in the form of Exhibit D (it being understood that the Borrower and the Administrative Agent, on behalf of the Lenders, may agree to amendments hereto solely to provide for such guarantor arrangements as it may reasonably determine are necessary or useful). For the purposes of this Section, “Subsidiary” of the Borrower shall include any partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of any the happening of its Subsidiaries (in each case, whether now owned a contingency) to elect a majority of the board of directors or hereafter acquired), or liquidate or dissolve, except that, if other managers thereof are at the time thereof and immediately after giving effect thereto no Default owned, or Event the management of Default shall have occurred and be continuing (i) any Subsidiary may merge into CFC which is otherwise controlled, directly or CHL in a transaction in which CFC indirectly through one or CHLmore intermediaries, as applicableor both, is by the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries and is not materially disadvantageous to the Lenders and (vi) CFC or any Subsidiary may merge with a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporationBorrower. (b) CFC will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL will notMerge, and will not permit any of their respective subsidiaries todissolve, merge into or liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries assets (in each case, whether now owned or hereafter acquired) to or in favor of any Person (other than as part of the Transactions), or liquidate or dissolve, except that: (a) any Restricted Subsidiary may merge, if at amalgamate or consolidate with (i) the time thereof and immediately after giving effect thereto no Default Borrower (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 Event of Default surviving Person or (ii) one or more other Restricted Subsidiaries; provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary, a Loan Party shall have occurred and be the continuing or surviving Person; (i) any Subsidiary that is not a Loan Party may merge merge, amalgamate or consolidate with or into CFC or CHL in any other Subsidiary that is not a transaction in which CFC or CHL, as applicable, is the surviving corporationLoan Party, (ii) any subsidiary of CFC Subsidiary may liquidate or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, dissolve and (iii) any Subsidiary may sellchange its legal form if, transferwith respect to clauses (ii) and (iii), lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC Borrower determines in good faith that such liquidation or dissolution action is in the best interests interest of CFC the Borrower and its Subsidiaries and is not materially disadvantageous to the Lenders and (vi) CFC or any Subsidiary may merge with a Person it being understood that is not a wholly-owned Subsidiary immediately prior to such merger if (A) permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHLchange in legal form, CFC or CHL, as applicable, a Subsidiary that is the surviving corporation.a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (bc) CFC will not, and will not permit any Restricted Subsidiary may Dispose of all or substantially all of its Subsidiaries toassets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, engage to any material extent in any business then (i) the transferee must be a Guarantor (other than businesses Holdings) 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 (other than Section 7.02(e)) and 7.03, respectively; and (d) so long as no 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 type conducted by CFC and its Subsidiaries on United States, any state thereof or the date District of execution Columbia, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and businesses the other Loan Documents to which the Borrower is a party pursuant to a joinder 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 by a supplement to this Agreement confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) [Reserved], 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 joinder to 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; (e) so long as no Default has occurred and is continuing 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 of the Borrower, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11 to the extent required pursuant to the Guarantee Requirement; (f) Holdings, the Borrower and the Restricted Subsidiaries may consummate the Acquisition, related transactions contemplated by the Acquisition Agreement (and documents related thereto) and the Transactions; and (g) so long as no Default has occurred and is continuing 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.

Fundamental Changes. (a) CFC and CHL The Company will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, that if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary may merge into CFC or CHL the Company in a transaction in which CFC or CHL, as applicable, the Company is the surviving corporation, (ii) any subsidiary of CFC or CHL Subsidiary may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a Subsidiary (and if any party to such merger is a Designated Subsidiary, the surviving entity is a Designated Subsidiary), (iii) any acquisition permitted under Section 6.04 may be accomplished by a merger of one or more Subsidiaries in a transaction in which the surviving entity is a Subsidiary may sell, transfer, lease or otherwise dispose of its assets (and if any party to CFC, CHL or to such merger is a Designated Subsidiary, the surviving entity is a Designated Subsidiary) and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Company determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Company and is not materially disadvantageous to the Lenders and (vi) CFC Lenders; provided that any such merger or any Subsidiary may merge with amalgamation involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) or amalgamation shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Company will not, and will not permit any of its the Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Company and its the Subsidiaries on the date of execution of this Agreement Effective Date and businesses reasonably related theretothereto or to the healthcare industry or such other business as shall have been approved by the Required Lenders.

Fundamental Changes. (a) CFC and CHL Excluding Permitted Acquisitions, the Parent will not, and will not permit any of their respective subsidiaries its Subsidiaries to, make any Acquisitions, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary Loan Party may merge into CFC with a Person if the Borrower (or CHL in any other Loan Party if the Borrower is not a transaction in which CFC or CHL, as applicable, party to such merger) is the surviving corporationPerson, (ii) any subsidiary of CFC or CHL Loan Party may merge into any other subsidiary of CFC or CHL in a transaction in which another Loan Party, so long as the Borrower, Holdings and the Parent are at all times surviving entity is a Subsidiaryentities, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a Subsidiaryany Loan Party (other than Parent and Holdings), (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary Loan Party (other than CHLthe Borrower, Holdings and the Parent) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (viv) CFC or any Excluded Subsidiary may merge with liquidate or dissolve or be merged into a Loan Party (other than Parent and Holdings) or another Excluded Subsidiary; provided, further, that any such merger involving a Person that is not a wholly-wholly owned Subsidiary of Borrower, the Parent or Holdings immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit the Parent or any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Parent and its Subsidiaries on the date of execution of this Agreement hereof and businesses or lines of business incidental or reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Regulated Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Regulated Subsidiaries (in each case, whether now owned or hereafter here­after acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Subsidiary may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL in the ordinary course of business or to a Subsidiary, the Borrower or to another Subsidiary and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lender; provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 6.04; and (B) provided further, Eversant Corporation, Catamount Resources Corporation or Catamount Energy Corporation may sell any or all of their capital stock to an investor, if the Borrower determines in good faith that such is in the case best interests of any merger involving CFC or CHL, CFC or CHL, as applicable, the Borrower and is not materially disadvantageous to the surviving corporationLender. (b) CFC The Borrower will not, and will not permit any of its Regulated Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Regulated Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a Subsidiary, Subsidiary Loan Party and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary Guarantor to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Guarantor, as applicable, is the Subsidiary Guarantor shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a SubsidiarySubsidiary Guarantor, and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Guarantor) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower, and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.. The Special Purpose Subsidiaries will not engage in any business other than to hold such assets and conduct such business as is consistent with its purpose and businesses reasonably related thereto

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a Subsidiary, Subsidiary Loan Party and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous reasonably likely individually or in the aggregate to the Lenders and (vi) CFC or have a Material Adverse Effect; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL will notNo Borrower will, and MetLife will not permit any of their respective subsidiaries the Company to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assetsassets (excluding (i) assets sold or disposed of in the ordinary course of business and (ii) assets sold or disposed of between or among MetLife and its direct and indirect wholly-owned Subsidiaries), or (in the case of MetLife) all or substantially all any substantial part of the stock of any of its Subsidiaries Funding or the Company (in each case, case whether now owned or hereafter acquired), or liquidate or dissolve; provided, except however, that all or a substantial part of the stock of Funding may be transferred so long as it remains directly or indirectly held by MetLife; and provided further, that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (iA) any Subsidiary of a Borrower or the Company, as the case may be, may merge into CFC such Borrower or CHL the Company, as the case may be, in a transaction in which CFC such Borrower or CHLthe Company, as applicablethe case may be, is the surviving corporation, (iiB) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary Funding may sell, transfer, lease or otherwise dispose of its assets to CFCMetLife or the Company, CHL including via liquidation, so long as MetLife or to a Subsidiarythe Company expressly assumes the obligations of Funding hereunder and under any promissory notes issued hereunder, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries and is not materially disadvantageous to the Lenders and (viC) CFC a Borrower or any Subsidiary the Company, as the case may be, may merge or consolidate with a any other Person that is not a wholly-owned Subsidiary immediately prior to if such merger if (A) permitted by Section 6.04 and (B) in Borrower or the Company, as the case of any merger involving CFC or CHL, CFC or CHL, as applicablemay be, is the surviving corporation. (b) CFC MetLife will not, and will not permit any of its Material Subsidiaries to, engage to any material extent in any business other than (i) businesses of the type conducted by CFC and MetLife or any of its Subsidiaries on the date of execution of this Agreement and businesses reasonably related theretothereto and (ii) businesses financial in nature.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and nor will not it permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary Person may merge into CFC or CHL consolidate with the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporationentity, (ii) any subsidiary of CFC or CHL Person (other than the Borrower) may merge into or consolidate with any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a SubsidiarySubsidiary and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party, (iii) any Subsidiary may sellmerge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, transferafter giving effect to such transaction, lease or otherwise dispose of its assets to CFC, CHL or to the surviving entity is not a Subsidiary, Subsidiary and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC determines in good faith that connection with such liquidation or dissolution is in dissolution, substantially all the best interests assets of CFC and its Subsidiaries and is not materially disadvantageous such Subsidiary are transferred to a Loan Party (to the Lenders and (vi) CFC extent such Subsidiary being liquidated or dissolved is a Subsidiary Loan Party); provided that any Subsidiary may merge with such merger or consolidation involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) or consolidation shall not be permitted unless it is also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Borrower will not, and the Borrower will not permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its the Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related or complementary thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a SubsidiarySubsidiary Loan Party, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 7.4 and (Bv) in the case foregoing shall not prohibit the incurrence of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporationLiens otherwise permitted under this Agreement. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL Neither Holdings nor the Borrower will, nor will not, and will not they permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Subsidiary (other than the Borrower) may merge into any other subsidiary of CFC or CHL Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLthe Borrower ) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and Lenders, (vi) CFC or any Subsidiary may merge with another entity to implement a Permitted Acquisition and (v) any Subsidiary of the Borrower may merge with another entity to implement a sale or other disposition of such Subsidiary otherwise permitted by this Agreement, provided that, after giving effect thereto, such Subsidiary shall no longer be a Subsidiary; provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement Revolving Effective Date and businesses reasonably related thereto. (c) Holdings will not engage in any business or activity other than the ownership of all the outstanding shares of capital stock of the Borrower and activities incidental thereto, including the conduct of stock repurchase programs, administering payrolls for executive officers and other activities incidental to its existence as a publicly- owned holding company. Holdings will not own or acquire any assets (other than shares of capital stock of the Borrower, cash, promissory notes held pursuant to clause (g) of Section 6.04 and Permitted Investments) or incur any liabilities (other than liabilities under the Loan Documents, liabilities under the “Loan Documents” as such term is defined in the Revolving Credit Agreement, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities). Holdings will not have any Subsidiaries, other than the Borrower and its Subsidiaries.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary, provided that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a SubsidiarySubsidiary Loan Party, and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, further, that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC and its Subsidiaries on the date of execution of this Agreement health care information technology and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a Subsidiary, Subsidiary Loan Party and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC Except for ancillary or complementary lines of business, or other lines of business added through growth or development of Borrower’s current line of business, the Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) CFC and CHL will notany Subsidiary may merge with (i) a Borrower, and will not permit any of their respective subsidiaries to, merge into provided that such Borrower shall be the continuing or consolidate with any other surviving Person, or permit (ii) any one or more other Subsidiaries; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to merge into such merger shall not be permitted unless also permitted by Section 7.02 (b) any Subsidiary may Dispose of all or consolidate with it, substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or to another Subsidiary; (c) any Subsidiary may liquidate or dissolve if the Borrower which is the parent of such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Borrower and is not materially disadvantageous to the Lenders; and (d) any Financing SPE may sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assetsassets in connection with a Securitization, or all or substantially all provided that the proceeds of such Securitization in excess of the stock amount such Financing SPE is required to pay to any holder of any debt obligation or equity interests issued by such Financing SPE pursuant to the terms of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into CFC or CHL in a transaction in which CFC or CHL, as applicable, is the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or such Securitization are paid to a SubsidiaryBorrower promptly thereafter. Notwithstanding the foregoing, (iv) any Subsidiary may sellnone of the Borrowers will, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries and is not materially disadvantageous to the Lenders and (vi) CFC or any Subsidiary may merge with a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation. (b) CFC nor will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC such Borrower and its Subsidiaries on the date of execution of this Agreement and Agreement, businesses reasonably related theretothereto or that is a reasonable extension, development or expansion thereof. It is understood that a Trust Preferred Securities Transaction consummated for purposes of financing the type of business of such Borrower or Subsidiary as of the date of execution of this Agreement shall not be deemed to violate the foregoing restriction. For the avoidance of doubt, the transfer of legal ownership of any Trust Preferred Indebtedness permitted under this Agreement to a trustee pursuant to a Trust Preferred Securities Transaction shall not be deemed to be a sale, transfer, lease or other disposition of any assets to such trustee.

Fundamental Changes. (a) CFC and CHL Except as permitted in Section 6.19, the Sponsor will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except thathowever, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Sponsor or any Subsidiary may merge with a Person if the Sponsor (or such Subsidiary if the Sponsor is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, however, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Sponsor or to a Subsidiary, Subsidiary Loan Party and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve into a Subsidiary Loan Party) or into the Sponsor if CFC the Sponsor determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Sponsor and is not materially disadvantageous to the Lenders and (vi) CFC or Participants; provided, however, that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.19. (b) CFC The Sponsor will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Sponsor and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Subsidiary may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a SubsidiarySubsidiary and, if either Subsidiary is a Subsidiary Loan Party, the surviving entity is a Subsidiary Loan Party, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (viiv) CFC or any Subsidiary may merge with another Person in a transaction that results in such Subsidiary ceasing to be a Subsidiary if such transaction is intended to effect a sale of the Equity Interests in such Subsidiary and such sale is permitted by Section 6.05; provided that any such merger described in clause (i), (ii) or (iii) above involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries subsidiaries on the date of execution of this Agreement Effective Date and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of related transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve, except that, ; provided that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower may merge with a Person if the Borrower is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another domestic Subsidiary but not into a transaction in which CFC or CHLForeign Subsidiary (except that a Foreign Subsidiary may merge with and into another Foreign Subsidiary), as applicable, (iii) a Subsidiary Loan Party may merge with a Person if either (x) the Subsidiary Loan Party is the surviving corporation, Person or (iiy) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is Person becomes a SubsidiarySubsidiary Loan Party promptly upon consummation of such merger, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a Subsidiary, Subsidiary Loan Party and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Loan Parties will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock Capital Stock, of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) a Loan Party or any Subsidiary may merge with a Person pursuant to a Permitted Acquisition if such Loan Party (or such Subsidiary if a Loan Party is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a Subsidiary, Subsidiary Loan Party and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests interest of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lender; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Loan Parties will not, and will not permit any of its their Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Loan Parties and its their Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and -------------------- will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Subsidiary may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a SubsidiarySubsidiary (and, if any party to such merger is a Subsidiary Loan Party, the surviving entity is a Subsidiary Loan Party), (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous adverse to the Lenders and (viiv) CFC the Subsidiaries listed on Schedule 6.03 may be liquidated or dissolved prior to December 31, 2003, provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned -------- Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of engaged in by the type conducted by CFC Borrower and its the Subsidiaries on the date of execution of this Agreement and businesses reasonably related theretoEffective Date or any related, ancillary or complementary businesses.

Fundamental Changes. (a) CFC and CHL will not, and The Borrower will not cause or permit any member of their respective subsidiaries to, the Consolidated Group to merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a Subsidiary, Subsidiary Loan Party and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC will not, and The Borrower will not cause or permit any member of its Subsidiaries to, the Consolidated Group to engage to any material extent in any business other than businesses of the type conducted by CFC and its Subsidiaries the Consolidated Group on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and -------------------- will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Subsidiary may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a SubsidiarySubsidiary (except that any Subsidiary all the shares of which have been delivered to the Collateral Agent pursuant to the Pledge Agreement shall only merge with another Subsidiary to the extent that, upon giving effect to such merger, all the shares of the surviving corporation shall have been delivered to the Collateral Agent), (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (viiv) CFC the Borrower may merge into or consolidate with any Subsidiary may merge in a transaction designed solely for the purpose of effecting a change in the jurisdiction of incorporation of the Borrower within the United States of America if such Subsidiary was formed solely for the purpose of effecting such merger or consolidation and, prior to such merger or consolidation, is a corporation with no assets or liabilities (other than as required by law); provided that any such merger involving a -------- Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.05. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related theretoBorrower that is not a Telecommunications Business.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a SubsidiarySubsidiary Loan Party and, if the selling Subsidiary is not a Subsidiary Loan Party, to any Subsidiary and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC Catalytica and CHL the Borrower -------------------- will not, not and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Subsidiary may merge into any other subsidiary of CFC or CHL Subsidiary Loan Party in a transaction in which the surviving entity is a SubsidiarySubsidiary Loan Party, (iii) any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to merge into any Subsidiary that is not a Subsidiary, Loan Party and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided that any Subsidiary may merge with -------- such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC Catalytica and the Borrower will not, and will not permit any of its the Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC Catalytica, the Borrower and its the Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; PROVIDED, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; PROVIDED, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a Subsidiary, Subsidiary Loan Party and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lender; PROVIDED, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporationSECTION 7. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL Neither Holdings nor the Borrower will, nor will not, and will not they permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL entity may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a SubsidiarySubsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (viiv) CFC the Borrower or any Subsidiary may merge with into another entity created solely for changing the jurisdiction of incorporation of the Borrower or such Subsidiary to another State of the United States of America; provided that any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries such Subsidiary on the date of execution of this Agreement and businesses reasonably related thereto. (c) Holdings will not engage in any business or activity, except (i) the ownership of all the outstanding Equity Interests of the Borrower, (ii) the performance of its obligations under the Loan Documents, (iii) the performance of its obligations related to the Existing Preferred Stock, (iv) the maintenance of its existence and compliance with laws, (v) other activities that are permitted by this Agreement (including the payment of Preferred Dividends to the extent permitted by clause (vi) of Section 6.08(a) and the issuance of preferred Equity Interests to the extent permitted by Section 6.01(c)) and (vi) legal, tax and accounting matters in connection with any of the foregoing activities. Holdings will not own or acquire any assets (other than the Equity Interests of the Borrower, cash and Permitted Investments) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities).

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Material Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary Person may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Person (other than the Borrower) may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a SubsidiarySubsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party, (iii) any Person that is not a Subsidiary Loan Party may sellconsolidate or merge into any Subsidiary that is not a Subsidiary Loan Party, transferso long as Section 5.10 is complied with, lease or otherwise dispose of its assets to CFCas necessary, CHL or to a Subsidiary, in connection therewith and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Material Subsidiary) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders, provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section Sections 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.05. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries Material Subsidiary to, engage to any material extent in any business other than (i) businesses of the type conducted by CFC the Borrower and its the Subsidiaries on the date of execution of this Agreement Effective Date and businesses reasonably related thereto and (ii) in the case of SPE Subsidiaries, Securitization Transactions and activities related thereto.

Fundamental Changes. (a) CFC The Parent and CHL the Borrower will not, and will not permit any of their respective subsidiaries Credit Party to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or 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 any of the stock Equity Securities of any of its the Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary may merge into CFC or CHL in a transaction in which CFC or CHL, as applicable, is amalgamate with the surviving corporationBorrower, (ii) any subsidiary of CFC or CHL Subsidiary may merge into amalgamate with any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL the Borrower or to a another Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve into the Borrower or another Credit Party if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC the Borrower and its Subsidiaries and the Administrative Agent determines that such liquidation or dissolution is not materially disadvantageous to the Lenders Lenders, and (viv) CFC the Pre-Filing Parent may wind-up into the Parent and be dissolved; provided that any amalgamation or any Subsidiary may merge with a Person winding-up pursuant to Sections 6.3(i), (ii) or (v) shall not be permitted unless the amalgamated corporation or the Parent confirms to the Administrative Agent in writing that the amalgamated corporation or the Parent is not a whollyliable, by operation of Law or otherwise, for the obligations of the Borrower or the relevant amalgamating or wound-owned Subsidiary immediately prior to such merger if (A) permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation. (b) CFC up corporation under this Agreement. The Borrower will not, and will not permit any of its Subsidiaries Credit Party to, engage to any material extent in any material business other than businesses of the type conducted by CFC and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related theretoBusiness.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing : (i) any Subsidiary the Subsidiaries may merge into CFC sell, transfer, lease, license or CHL otherwise dispose of any, all or substantially all of its assets (in connection with a transaction in which CFC liquidation, winding up or CHL, as applicable, is the surviving corporation, dissolution or otherwise) to a Loan Party; (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary Subsidiaries may sell, transfer, lease or otherwise dispose of its assets any Subsidiary to CFC, CHL or to the Borrower; (iii) any Person may merge into the Borrower in a Subsidiary, transaction in which the Borrower is the surviving corporation; (iv) any Subsidiary may sellmerge or consolidate with or into any other Subsidiary of the Borrower; provided, transferhowever, lease that, if any Subsidiary party to such transaction is a Loan Party, the surviving or otherwise dispose continuing Person of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to such transaction shall also be in the best interests of CFC and its Subsidiaries, a Loan Party; (v) Dispositions permitted by Section 6.04 and Investments permitted by Section 6.05; and (vi) any Subsidiary (other than CHL) that is not a Loan Party may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC Lenders; provided that any such merger or any Subsidiary may merge with consolidation involving a Person that is not a wholly-owned Wholly Owned Subsidiary immediately prior to such merger if (A) or consolidation shall not be permitted unless it is also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.05. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted or engaged in by CFC the Borrower and any of its Subsidiaries on the date Effective Date, reasonably related, similar, incidental, complementary, ancillary, corollary, synergistic or related businesses, or a reasonable extension, development or expansion thereof. (c) Without the consent of execution the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower will not permit its fiscal year to end on a day other than December 31 or change the Borrower’s method of determining its fiscal quarters. Notwithstanding the foregoing, nothing in this Agreement Section 6.03 shall permit, and businesses reasonably related theretonothing in this Section 6.03 shall be deemed to permit, any Material Intellectual Property to be assigned, transferred, or exclusively licensed or exclusively sublicensed to any Subsidiary that is not a Loan Party.

Fundamental Changes. Except in connection with an Excluded Disposition and except with respect to any Immaterial Subsidiary (a) CFC and CHL will notwhich shall not be subject to the restrictions contained in this Section 7.04), and will not permit any of their respective subsidiaries tomerge, merge into or dissolve, liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) to or liquidate or dissolve, except in favor of any Person; provided that, if at notwithstanding the time thereof and immediately after giving effect thereto no Default or Event foregoing provisions of Default shall have occurred and be continuing (i) any Subsidiary may merge into CFC or CHL in a transaction in which CFC or CHL, as applicable, is the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries and is not materially disadvantageous this Section 7.04 but subject to the Lenders and terms of Section 6.12: (via) CFC the Borrower or any Subsidiary of the Borrower may merge with a another Person that is not the Borrower or a wholly-owned Subsidiary immediately prior to of the Borrower, provided that (i) such merger if other Person is organized under the law of the United States or one of its states, (A) permitted by Section 6.04 and (Bii) in the case of any merger involving CFC or CHLthe Borrower, CFC or CHL, as applicable, the Borrower is the corporation surviving corporation.such merger, (iii) in the case of any merger involving a Subsidiary of the Borrower, the survivor is or will become a Subsidiary of the Borrower, (iv) immediately prior to and after giving effect to such merger, no Default or Event of Default exists or would exist, (iv) the Board of Directors of such Person has approved such merger, and (v) such transaction is permitted under Section 7.02; (b) CFC will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses Any Subsidiary of the type conducted by CFC and its Subsidiaries on Borrower may merge with or into the date Borrower or any Wholly-Owned Subsidiary of execution the Borrower; (c) Any Subsidiary of this Agreement and businesses reasonably related theretothe Borrower may liquidate, wind-up or dissolve itself into the Borrower or any Wholly-Owned Subsidiary of the Borrower; and (d) any Monetization SPE may liquidate following the termination of all Monetization Transactions to which it is a party.

Fundamental Changes. (a) CFC Holdings and CHL the Borrower will not, not and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Subsidiary may merge into any other subsidiary of CFC or CHL Subsidiary Loan Party in a transaction in which the surviving entity is a SubsidiarySubsidiary Loan Party, (iii) any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to merge into any Subsidiary that is not a SubsidiaryLoan Party, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken merge into any other Person that becomes a Subsidiary Loan Party in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiariesconnection with a Permitted Acquisition, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or any the Merger Subsidiary may merge with Holdings if (A) the Merger Subsidiary is a wholly owned subsidiary of Holdings at the time of such merger, (B) the Merger Subsidiary is the surviving entity in such merger and (C) the consolidated net worth of the Merger Subsidiary following such merger is equal to or greater than that of Holdings immediately prior to such merger; provided, that, in each case, any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC will not, and Holdings will not permit any of its Subsidiaries to, engage to any material extent in any business or activity other than businesses the ownership of all the outstanding Equity Interests of the type conducted Borrower and activities incidental thereto; provided, that Holdings may form immediately prior to a merger permitted by CFC Section 6.03(a)(vi) a subsidiary (the "Merger Subsidiary") that is a corporation organized under the laws of the United States of America, any State thereof or the District of Columbia for the sole purpose of merging Holdings into such Merger Subsidiary in accordance with, and to the extent permitted by, Section 6.03(a)(vi). Holdings will not own or acquire any assets (other than Equity Interests of the Borrower and the Merger Subsidiary, cash and Permitted Investments and other assets incidental to maintaining its Subsidiaries on existence and ownership of the date foregoing assets) or incur any liabilities (other than liabilities under the Loan Documents, liabilities under certain employment agreements and other written employment arrangements, liabilities in respect of execution of this Agreement the Preferred Units, liabilities imposed by law, including Tax liabilities, and businesses reasonably related thereto.other liabilities incidental to its existence and permitted business and activities). 90

Fundamental Changes. (a) CFC The Borrowers and CHL will not, and their respective Restricted Subsidiaries will not permit any of their respective subsidiaries to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary may merge into CFC or CHL a Borrower in a transaction in which CFC or CHL, as applicable, a Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL the Lead Borrower may merge into with any other subsidiary of CFC or CHL in a transaction in which Person as long as the Lead Borrower is the surviving entity is a Subsidiarycorporation, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries and is not materially disadvantageous to the Lenders and (vi) CFC or any Subsidiary a Borrower may merge with into any other Subsidiary that is not a Borrower, provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 6.04, (iv) FNANB may be liquidated and dissolved, and (Bv) in the case Borrowers and their Restricted Subsidiaries may consummate through mergers or consolidations any acquisition permitted under Section 6.04(e) or (f) or any disposition of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporationassets permitted under Section 6.05. (b) CFC will not, The Borrowers and their respective Restricted Subsidiaries will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrowers and its their Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonably related related, ancillary or complementary thereto. Without limiting the foregoing, none of InterTan, Inc., Ventoux International, Inc. and Tourmarlet, Corp. shall own any assets of the type which would otherwise constitute Collateral, unless compliance is first made with the provisions of Section 5.12 hereof.

Fundamental Changes. (a) CFC and CHL Except as permitted in Section 5.19, the Lessee will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except thathowever, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Lessee or any Subsidiary may merge with a Person if the Lessee (or such Subsidiary if the Lessee is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, however, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Guarantor, as applicable, is the Subsidiary Guarantor shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Lessee or to a Subsidiary, Subsidiary Guarantor and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve into a Subsidiary Guarantor or into the Lessee if CFC the Lessee determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Lessee and is not materially disadvantageous to the Lenders and (vi) CFC or Funding Parties; provided, however, that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation5.17. (b) CFC The Lessee will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Lessee and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. Merge or consolidate with or into any Person or liquidate, wind-up or dissolve itself, or permit or suffer any liquidation or dissolution or sell all or substantially all of its assets, except that: (a) CFC and CHL will notany Subsidiary may merge with (i) Borrower, provided that Borrower shall be the continuing or surviving corporation, (ii) any one or more Subsidiaries, provided that if such Subsidiary is a Guarantor, such Subsidiary shall be the continuing or surviving corporation, and will (iii) any joint venture, partnership or other 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 Subsidiary and a Guarantor (if the Subsidiary which merged with such joint venture, partnership or other Person was a Guarantor); (b) any Subsidiary may sell or transfer all or substantially all of its assets (through voluntary liquidation, dissolution or winding up or otherwise), to Borrower or to another Subsidiary; provided that if (i) an Event of Default shall have occurred and be continuing or (ii) the Leverage Ratio is greater than 3.50:1.00 (based upon the Indebtedness outstanding on the date thereof and the Consolidated EBITDA reflected on Quantum Corporation Credit Agreement the most recent Compliance Certificate delivered to Administrative Agent pursuant to Section 6.02), no Guarantor shall make any such sale or transfer to any Subsidiary which is not permit any of their respective subsidiaries to, also a Guarantor or does not concurrently therewith become a Guarantor; (c) Borrower may merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with itprovided that (i) Borrower is the surviving corporation, or sell, transfer, lease or otherwise dispose of and (in one transaction or in a series of transactionsii) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing continuing; and (id) any Subsidiary may merge into CFC or CHL in a transaction in which CFC consolidate with or CHL, as applicable, is the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC Person or CHL in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease sell all or otherwise dispose substantially all of its assets to CFC, CHL the extent such transaction is a Disposition otherwise permitted under Section 7.04 or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or an Investment otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC permitted under Section 7.05 and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries and is not materially disadvantageous to the Lenders and (vi) CFC or any Subsidiary may merge with a Person that is not a wholly-owned Subsidiary immediately prior after giving effect to such merger if (A) permitted by Section 6.04 or consolidation, no Default or Event of Default shall have occurred and (B) in be continuing. To the case extent any Subsidiary is a Guarantor, the surviving entity of any merger involving CFC permitted hereunder shall execute such documentation as is satisfactory to Administrative Agent to ratify or CHL, CFC or CHL, as applicable, is otherwise assume the surviving corporationobligations under such Guaranty. (b) CFC will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL Except as permitted in Section 8.5, the Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except thathowever, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, however, that if any party to such merger is a transaction in which CFC or CHLGuarantor, as applicable, is the Guarantor shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a Subsidiary, Guarantor and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve into a Guarantor or into the Borrower if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, however, that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation8.3. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a Subsidiary, Subsidiary Loan Party and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC Except for ancillary or complementary lines of business, or other lines of business added through growth or development of Borrower’s current line of business, the Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its assetsSubsidiaries when taken as a whole, or all or substantially all of the stock of any of its Subsidiaries when taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary Person may merge into CFC into, or CHL consolidate with, the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Person (other than the Borrower) may merge into into, or consolidate with, any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL the Borrower or to a another Subsidiary, (iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (v) any Subsidiary may merge into (or consolidate with) or liquidate or dissolve into, any other Subsidiary, and (vi) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business to Borrower or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC determines in good faith Subsidiary; provided that any such liquidation or dissolution is in the best interests of CFC and its Subsidiaries and is not materially disadvantageous to the Lenders and (vi) CFC or any Subsidiary may merge with merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.03. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL No Loan Party will, nor will not, and will not they permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL entity may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a SubsidiarySubsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party, and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries such Subsidiary on the date of execution of this Agreement and businesses reasonably related thereto. (c) Holdings will not engage in any business or activity, except (i) the ownership of all the outstanding Equity Interests of the Borrower, (ii) the performance of its obligations under the Loan Documents, (iii) the performance of its obligations related to the Existing Preferred Stock, (iv) the maintenance of its existence and compliance with laws, (v) other activities that are permitted by this Agreement (including the issuance of preferred Equity Interests to the extent permitted by Section 6.01(c)) and (vi) legal, tax and accounting matters in connection with any of the foregoing activities. Holdings will not own or acquire any assets (other than the Equity Interests of the Borrower, cash and Permitted Investments) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities).

Fundamental Changes. (a) CFC The Parent, CCI and CHL the Borrower will not, and nor will not they permit any of their respective subsidiaries Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary Person (other than the Borrower or CCI) may merge into CFC or CHL amalgamate or consolidate with the Parent in a transaction in which CFC or CHL, as applicable, the Parent is the surviving corporation, (ii) any subsidiary of CFC or CHL Person (other than the Parent) may merge into or amalgamate or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation and continues to be organized under the laws of the United States or a state thereof and no Change of Control results, (iii) any other subsidiary of CFC Person may merge into or CHL amalgamate or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Subsidiary, Wholly Owned Restricted Subsidiary and (iiiif any party to such merger is a Subsidiary Loan Party) any is a Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, Loan Party and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLthe Borrower) may liquidate or dissolve if CFC the Parent determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Parent and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Wholly Owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.06. (b) CFC The Parent will not, and will not permit the Borrower or any of its other Restricted Subsidiaries to, engage to any material extent in any business other than Telecommunications Business or any businesses of the type conducted by CFC the Parent and its the Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. (c) Except in connection with the disposition of all the Equity Interests in a Wholly Owned Restricted Subsidiary permitted by Section 6.07, the Parent will not permit any Wholly Owned Restricted Subsidiary to merge, amalgamate or consolidate with any other Person other than the Borrower, or another Wholly Owned Restricted Subsidiary, issue or sell shares of its Capital Stock or take any other action if as a result thereof such Restricted Subsidiary would cease to be a Wholly Owned Restricted Subsidiary of the Borrower.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Material Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary Person may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Person may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a SubsidiarySubsidiary (and, if either such Subsidiary is a Subsidiary Guarantor, then the surviving entity shall also be a Subsidiary Guarantor) and (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Material Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Borrower will not, nor will it permit any Material Subsidiary to, make any Asset Disposition except for (i) Asset Dispositions among the Credit Parties, (ii) Asset Dispositions expressly permitted by Sections 6.04, 6.06 or 6.07, (iii) other Asset Dispositions; provided that (x) at the time of such Asset Disposition, no Default shall exist or would result from such Asset Disposition, (y) the aggregate net book value of all property disposed of in reliance on this clause (iii) shall not exceed $75,000,000 in the aggregate during the term of this Agreement, and (z) immediately before and after giving effect to such Asset Disposition, the financial covenants set forth in Section 6.12 (a), (b) and (c), determined on a pro forma basis, shall not exceed the limits specified in Section 6.12 (a), (b) and (c), (iv) sales, transfers, leases and other dispositions of (x) inventory, (y) used or surplus equipment and (z) cash and Permitted Investments, in each case in the ordinary course of business, (v) leases or subleases entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of the Borrower or any Subsidiary, (vi) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any asset of any of the Borrower or any Subsidiary, (vii) sales, transfers and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business consistent with past practice and not as part of any accounts receivables financing transaction, (viii) sales and other dispositions of Institutional Loans, (ix) Asset Dispositions that are part of a sale and leaseback transaction permitted under Section 6.11, and (x) dispositions of assets to the extent that (A) such assets are exchanged for credit against the purchase price of similar replacement assets or (B) the proceeds of such disposition are promptly applied to the purchase price of such replacement assets. (c) The Borrower will not, and will not permit any of its Material Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Material Subsidiaries on the date of execution of this Agreement and businesses reasonably related or incidental thereto, including education and education related services.

Fundamental Changes. (a) CFC and CHL will The Borrower shall not, and will shall not permit any of their respective subsidiaries its Material Subsidiaries to, merge into or consolidate with any other Person, or liquidate or dissolve, or permit any other Person to merge into or consolidate with it, except that (i) the Borrower may merge with any Person organized under the laws of the United States of America or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assetsStates or the District of Columbia so long as (A) the Borrower is the surviving corporation (except that, or all or substantially so long as the other conditions of this clause (i) are met, the Borrower need not be the surviving corporation in the case of a merger solely in connection with a re-domestication of its State of formation under which all of the stock shareholders of any the Borrower immediately prior to such re-domestication merger are all of its Subsidiaries (in each case, whether now owned or hereafter acquiredthe shareholders of the surviving corporation), or liquidate or dissolve, except that, if (B) at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, and (iC) any Subsidiary may merge into CFC the Senior Debt Rating by each Rating Agency immediately following the proposed merger’s becoming known publicly is not more than one level or CHL in a transaction in which CFC or CHL, as applicable, is category lower than the surviving corporationSenior Debt Rating by such Rating Agency immediately prior to the proposed merger’s becoming known publicly, (ii) any subsidiary of CFC or CHL Material Subsidiary may merge into any other subsidiary of CFC or CHL in a transaction in which Subsidiary (so long as the surviving entity is a Material Subsidiary) or the Borrower, (iii) any merger of a Material Subsidiary may sellin connection with the Borrower’s disposition of such Material Subsidiary is permitted, transferso long as such disposition by merger does not breach the provisions of Section 6.05, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, and (iv) any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or in any Subsidiary may merge with a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporationmaterial respect. (b) CFC Neither the Borrower nor any Subsidiary will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other if, after giving effect to such business, less than businesses one-half of the type conducted by CFC Borrower’s Consolidated revenues, determined in accordance with GAAP, would not be derived from the providing of insurance and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related theretoother financial services.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or a Subsidiary Loan Party, if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a Subsidiary, Subsidiary Loan Party; (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries and is not materially disadvantageous to the Lenders and (vi) CFC or any Insurance Company Subsidiary may merge with into another Insurance Company Subsidiary; provided, that any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement Closing Date and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Company will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all any of its assets, or all or substantially all of the stock Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing: (i) any Subsidiary Person may merge into CFC or CHL the Company in a transaction in which CFC or CHL, as applicable, the Company is the surviving corporation, ; (ii) any subsidiary of CFC or CHL Person (other than the Company) may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided, that if any party to such merger is a Subsidiary that is a Borrower or a Subsidiary Guarantor, the surviving entity shall be or become a Borrower or a Subsidiary Guarantor, as the case may be, concurrently with such merger; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to that is not a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) Loan Party may liquidate or dissolve if CFC the Company determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Company and is not materially disadvantageous to the Lenders and Lenders; and (viiv) CFC or any Subsidiary Asset Sale permitted pursuant to Section 6.10 may merge with be consummated; provided that any merger described in this Section 6.03(a) involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Company and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. Neither the Parent, the Borrower nor any other Property Party will: (a) CFC and CHL will not, and will not permit any of their respective subsidiaries toSubject to Section 6.02(c) below, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, the assets of any Property Party or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary Person may merge into CFC into, or CHL consolidate with, Borrower in a transaction in which CFC Borrower or CHL, as applicable, the Parent is the surviving corporationentity, or if the Borrower or the Parent is not the surviving entity, no Change of Control shall have occurred as a result of such merger; (ii) any subsidiary of CFC or CHL Person not a Credit Party may merge into into, or consolidate with, any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary not a Credit Party may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL the Borrower or to a another Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) not a Credit Party may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders Lenders, (v) any Subsidiary which is a Credit Party may merge into (or consolidate with) or liquidate or dissolve into, any other Subsidiary which is a Credit Party, and (vi) CFC or any Subsidiary which is a Credit Party may merge with sell, transfer, lease or otherwise dispose of its assets to Borrower or to any other Subsidiary which is a Credit Party; provided that any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) 6.03. Borrower may propose for consideration the transfer of ownership interests in all or a portion of the case Pool Properties in connection with the issuance or transfer of any merger involving CFC or CHL, CFC or CHL, as applicable, is Equity Interests to a joint venture partner. Any such transfer shall be subject to the surviving corporation.approval of the Majority Lenders in their reasonable discretion; (b) CFC will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses the ownership, development, operation and management, or advisory or sponsoring services, primarily of the type conducted by CFC and its Subsidiaries on the date of execution of this Agreement self-storage facilities or entities that primarily own self-storage facilities, and businesses reasonably related thereto, except as allowed by Section 6.03; or (c) Without limiting the foregoing, prior to any sale, merger or transfer of any property or partnership interest in excess of fifteen percent (15%) of Applicable Value during any 12-month period, Borrower will provide written notice of such intended transaction to the Administrative Agent at least fifteen (15) Business Days prior to the intended closing date of such transaction, and provide a compliance certificate evidencing compliance with all financial covenants set forth in this Agreement after giving effect thereto. Any proposed merger which will result in an increase in Applicable Value by twenty five percent (25%) or more or in which Borrower or Parent will not be the surviving entity will require approval in advance by the Required Lenders.

Fundamental Changes. (a) CFC and CHL The Revolving Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except provided nothing in this Section 6.03 shall prohibit the consummation of the Transactions (including, for the avoidance of doubt, the ownership, acquisition and/or disposition by the Revolving Borrower of its Equity Interests in New Foreign Holdco on or prior to the Acquisition Closing Date, so long as after any such disposition and on the Acquisition Closing Date and thereafter, New Foreign Holdco is the direct wholly-owned subsidiary of the Revolving Borrower), and provided further that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary Person may merge into CFC or CHL the Revolving Borrower in a transaction in which CFC or CHL, as applicable, the Revolving Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Person (other than the Revolving Borrower) may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL the Revolving Borrower or to a Subsidiary, another Subsidiary and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Revolving Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Revolving Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided that any Subsidiary may merge with such merger involving a Person that is not a whollyWholly-owned Owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. Except as expressly permitted by Section 7.3 (aother than clause (xxi) CFC thereof) or Section 7.6B, Holdings, U.S. Holdings, Canada Holdings, U.S. ▇▇▇▇▇ and CHL the Borrower will not, and nor will not they permit any of their respective subsidiaries Subsidiary Guarantors to, merge enter into any merger, consolidation, division or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or convey, sell, transferlease, lease assign, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assetsbusiness units, assets or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolveother properties, except that: (i) (x) any Subsidiary of the Borrower or any other Person may be merged, amalgamated, divided into or consolidated with or into the Borrower; provided that (a) the Borrower shall be the continuing or surviving Person, or the Person formed by or surviving any such merger, amalgamation, division or consolidation (if other than the Borrower) (such surviving Person, the “Successor Borrower”) 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 and, at least five Business Days prior to such merger, amalgamation, division or consolidation, the time thereof Administrative Agent and immediately after giving effect the Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, (b) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (c) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of such merger, amalgamation, division or consolidation, (d) Holdings shall be in compliance, on a Pro Forma Basis after giving effect to such merger, amalgamation, division or consolidation, with the Financial Performance Covenants, as such covenants are recomputed as at the last day of the most recently ended Fiscal Quarter for which Section 6.1 Financials have been delivered as if such merger, amalgamation, division or consolidation had occurred on the first day of such Test Period, (e) each Guarantor, unless it is the other party to such merger, amalgamation, division or consolidation, shall have by a supplement to the Guaranty confirmed that its Guaranty shall apply to the Successor Borrower’s obligations under this Agreement, (f) [reserved], (g) [reserved], (h) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, division or consolidation and any supplements to this Agreement preserve the enforceability of the Guaranty and (i) if reasonably requested by the Administrative Agent, an opinion of counsel to the effect that such merger, amalgamation, division or consolidation does not violate this Agreement or any other Loan Document; provided further, that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement and (y) U.S. ▇▇▇▇▇ may merge with and into any Subsidiary may merge into CFC or CHL in a transaction in which CFC or CHL, as applicable, is the surviving corporation, Guarantor; (ii) any subsidiary Subsidiary of CFC U.S. ▇▇▇▇▇ or CHL the Borrower or any other Person (other than Holdings, U.S. Holdings, Canada Holdings, U.S. ▇▇▇▇▇ or the Borrower) may merge be merged, amalgamated, divided into or consolidated with or into any one or more Subsidiaries of U.S. ▇▇▇▇▇ or the Borrower; provided that (a) in the case of any merger, amalgamation, division or consolidation involving one or more Subsidiary Guarantors, (1) a Subsidiary Guarantor shall be the continuing or surviving Person or (2) U.S. ▇▇▇▇▇ or the Borrower shall take all steps necessary to cause the Person formed by or surviving any such merger, amalgamation, division or consolidation (if other subsidiary than a Subsidiary Guarantor) to become a Subsidiary Guarantor, (c) [reserved], (d) [reserved], and (e) Holdings shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, division or consolidation and any supplements to this Agreement preserve the enforceability of CFC or CHL in a transaction in which the surviving entity is a Subsidiary, Guaranty; (iii) any Subsidiary Canada Holdings may sell, transferlease, lease transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to CFCHoldings, CHL U.S. Holdings or to a Subsidiary, any one or more Subsidiaries of U.S. Holdings; (iv) Canada Holdings may be merged, amalgamated or consolidated with or into Holdings, U.S. Holdings or any one or more Subsidiaries of U.S. Holdings; provided that (a) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Guarantor shall be the continuing or surviving corporation or the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guaranty in order for the surviving Person to become a Guarantor for the benefit of the Guaranteed Parties, (b) [reserved], (c) [reserved], and (d) Holdings shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation or consolidation and any supplements to this Agreement preserve the enforceability of the Guaranty; (v) [reserved]; (vi) any Subsidiary Guarantor may sell, transferlease, lease transfer or otherwise dispose of (including by way of division) any or all of its assets through transactions which are undertaken in (upon voluntary liquidation or otherwise) to U.S. ▇▇▇▇▇, the ordinary course of its business Borrower or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, any other Subsidiary Guarantor; and (vvii) any Subsidiary (other than CHL) Guarantor may liquidate or dissolve if CFC (A) U.S. ▇▇▇▇▇ or the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or any Subsidiary may merge with a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) permitted by Section 6.04 and (B) any assets or business not otherwise disposed of or transferred in accordance with Section 7.3 or 7.6A, or, in the case of any merger involving CFC or CHLsuch business, CFC or CHLdiscontinued, as applicable, is the surviving corporation. (b) CFC will not, and will not permit any of its Subsidiaries shall be transferred to, engage or otherwise owned or conducted by, another Guarantor after giving effect to any material extent in any business other than businesses of the type conducted by CFC and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related theretosuch liquidation or dissolution.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries its Restricted Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing ; provided that (i) the Borrower or any Restricted Subsidiary may merge into CFC with a Person if the Borrower (or CHL in such Restricted Subsidiary if the Borrower is not a transaction in which CFC or CHL, as applicable, party to such merger) is the surviving corporationPerson, (ii) any subsidiary of CFC or CHL Restricted Subsidiary may merge into the Borrower or another Restricted Subsidiary, provided that if any other subsidiary of CFC party to such merger is the Borrower or CHL in a transaction in which Subsidiary Loan Party, the Borrower or such Subsidiary Loan Party, as applicable, shall be the surviving entity is a SubsidiaryPerson, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a SubsidiarySubsidiary Loan Party, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Restricted Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, further, that any Subsidiary may merge with such transaction involving a Person that is not a wholly-owned Wholly Owned Subsidiary immediately prior to such merger if transaction shall not be permitted unless also permitted by Sections 7.4 and 7.6 and (Av) so long as no Event of Default exists or would result therefrom, any merger, consolidation or other fundamental change necessary to effect a Permitted Acquisition, Investment permitted by Section 6.04 7.4 and other transactions permitted by Section 7.6 (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation. (b) CFC will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses a sale of all or substantially all of the type conducted by CFC assets of the Borrower and its Subsidiaries on Restricted Subsidiaries); provided that the date continuing or surviving Person shall be a Restricted Subsidiary that shall have complied with the requirements of execution of this Agreement and businesses reasonably related theretoSection 5.10.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Regulated Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Regulated Subsidiaries (in each case, whether now owned or hereafter here­after acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL Subsidiary may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL in the ordinary course of business or to a Subsidiary, the Borrower or to another Subsidiary and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lender; provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 6.04; and (B) provided further, Catamount Resources Corporation may sell any or all of their capital stock to an investor, if the Borrower determines in good faith that such is in the case best interests of any the Borrower and is not materially disadvantageous to the Lender. The Borrower shall only consummate the publicly announced merger involving CFC with Green Mountain Power Corporation (“GMP”) if (a) upon the consummation of the merger, all Obligations to the Lender are paid in full and the obligation of the Lender under this Agreement are terminated or CHL(b) the Lender provides its prior written consent to the completion of such transaction, CFC which may be withheld in the Lender’s discretion. As a condition to such consent, the Lender may require modifications or CHLchanges to this Agreement, as applicable, is including the surviving corporationfinancial covenants contained herein. (b) CFC The Borrower will not, and will not permit any of its Regulated Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Regulated Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL No Borrower will, nor will not, and will not it permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of any Borrower may merge into CFC or CHL such Borrower in a transaction in which CFC or CHL, as applicable, such Borrower is the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in Subsidiary that is not a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL or to a Subsidiary, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) Borrower may liquidate or dissolve if CFC the Borrower Representative determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrowers and is not materially disadvantageous to the Lenders and (vi) CFC or Administrative Agent; provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 7.04, and (Biii) any Borrower or Subsidiary may merge with another Person in the case of any merger involving CFC or CHL, CFC or CHL, connection with a Permitted Acquisition so long as applicable, such Borrower is the surviving corporationentity in any such merger involving a Borrower. (b) CFC No Borrower will, nor will not, and will not it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC and its Subsidiaries such Borrower or such Subsidiary on the date of execution of this Agreement and businesses reasonably related thereto. (c) No Borrower will, nor will it 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”. (d) Holdings will not engage in any business or activity other than the ownership of all the outstanding shares of capital stock of S&W Corp., TCHC, USR and the other Subsidiaries and activities incidental thereto. Holdings will not own or acquire any assets (other than Equity Interests of S&W Corp., TCHC, USR or other Subsidiaries as permitted hereunder and the cash proceeds of any Restricted Payments permitted by Section 7.08) or incur any liabilities (other than liabilities under the Loan Documents and liabilities reasonably incurred in connection with its maintenance of its existence), except in accordance with this Agreement.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary Person may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporationentity, (ii) any subsidiary of CFC or CHL Person (other than the Borrower) may merge or consolidate with or into any other subsidiary of CFC or CHL Restricted Subsidiary in a transaction in which the surviving entity is a SubsidiaryRestricted Subsidiary or which is permitted as a Disposition under Section 6.04, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose Dispose of its assets and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries to CFC, CHL the Borrower or to another Restricted Subsidiary or in a Subsidiary, transaction which is permitted as a Disposition under Section 6.04 and (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided that any Subsidiary may merge with such merger which is in the nature of a sale of a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Borrower will not, and will not permit any of its Restricted Subsidiaries to, engage to any material extent in any change its line of business other than businesses from the lines of the type business conducted by CFC the Borrower and its Restricted Subsidiaries on the date of execution of this Agreement and (other than businesses reasonably incidental or related thereto).

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary (other than an Excluded Subsidiary) to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all a substantial portion of its assets, or all or substantially all of the stock of any of its Subsidiaries assets (in each case, whether now owned or hereafter acquired), other than in the ordinary course of business as now conducted, or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower or such Subsidiary (if the Borrower is not a party to such merger) is the surviving Person (provided that no Excluded Subsidiary may merge with the Borrower or a Subsidiary that is not an Excluded Subsidiary), (ii) any Subsidiary may merge into CFC or CHL in a transaction in which CFC or CHL, as applicable, is the surviving corporation, another Subsidiary (ii) any subsidiary of CFC or CHL provided that no Excluded Subsidiary may merge into any other subsidiary of CFC or CHL in with a transaction in which the surviving entity Subsidiary that is a not an Excluded Subsidiary, ); (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets in the ordinary course of business to CFC, CHL or to a Subsidiary, the Borrower and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries (other than an Excluded Subsidiary) to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose (including pursuant to a Sale and Leaseback Transaction) of (in one transaction or in a series of transactions) all or substantially all any of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter here-after acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving company, (ii) any Subsidiary may merge into CFC or CHL in a transaction in which CFC or CHL, as applicable, is the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL Subsidiary in a transaction in which the surviving entity is a SubsidiarySubsidiary Guarantor; provided, however, that in no circumstance shall a Domestic Subsidiary merge into a Foreign Subsidiary in a transaction in which such Foreign Subsidiary is the surviving entity, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL the Borrower or to a SubsidiarySubsidiary Guarantor, and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided that any Subsidiary may merge with such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses (and businesses reasonably related thereto) of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related theretoAgreement.

Fundamental Changes. (a) CFC and CHL The Borrowers will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its their Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) a Borrower or any Subsidiary may merge with a Person if a -82- Borrower (or such Subsidiary if such Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, that if any party to such merger is a transaction in which CFC or CHLSubsidiary Loan Party, as applicable, is the Subsidiary Loan Party shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrowers or to a Subsidiary, Subsidiary Loan Party and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Subsidiary Loan Party) may liquidate or dissolve if CFC determines the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrowers and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrowers will not, and will not permit any of its their Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrowers and its their Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will -------------------- not permit any of their respective subsidiaries its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into CFC or CHL the Borrower in a transaction in which CFC or CHL, as applicable, the Borrower is the surviving corporation, (ii) any subsidiary Subsidiary of CFC or CHL the Borrower may merge into any other subsidiary Subsidiary of CFC or CHL the Borrower in a transaction in which the surviving entity is a SubsidiarySubsidiary of the Borrower, (iii) any Subsidiary of the Borrower may sell, transfer, lease or otherwise dispose of its assets to CFC, CHL the Borrower or to a Subsidiary, another Subsidiary of the Borrower and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) Borrower may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (vi) CFC or Lenders; provided that any Subsidiary may merge with such merger -------- involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation6.04. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related theretothereto or in furtherance thereof.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in another Subsidiary; provided, that if any party to such merger is a transaction in which CFC or CHLGuarantor, as applicable, is the Guarantor shall be the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a SubsidiaryPerson, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL the Borrower or to a SubsidiaryGuarantor, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHLa Guarantor) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC and its Subsidiaries the Borrower and is not materially disadvantageous to the Lenders Lenders, and (viv) CFC or Permitted Acquisitions and transactions expressly permitted by Section 7.6 may be consummated; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement and hereof, businesses reasonably related theretothereto and reasonable extension thereof.

Fundamental Changes. (a) CFC and CHL The Borrower will not, and will not permit any of their respective subsidiaries Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto on a pro forma basis, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into CFC or CHL in a transaction in which CFC or CHL, as applicable, is the surviving corporation, (ii) any subsidiary of CFC or CHL may merge into any other subsidiary of CFC or CHL in a transaction in which the surviving entity is a another Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to CFC, CHL or to a Subsidiary, the Borrower and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets through transactions which are undertaken in the ordinary course of its business or determined by CFC in good faith to be in the best interests of CFC and its Subsidiaries, (v) any Subsidiary (other than CHL) may liquidate or dissolve if CFC the Borrower determines in good faith that such liquidation or dissolution is in the best interests of CFC the Borrower and its Subsidiaries and is will not materially disadvantageous adversely affect the Borrower’s ability to the Lenders and (vi) CFC or perform its obligations under this Agreement; provided, that any Subsidiary may merge with such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger if (A) shall not be permitted unless also permitted by Section 6.04 and (B) in the case of any merger involving CFC or CHL, CFC or CHL, as applicable, is the surviving corporation7.4. (b) CFC The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by CFC the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses reasonably related thereto.