Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution.

Fundamental Changes. Consummate Enter into any merger, consolidation consolidation, reorganization, or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of of, all or substantially all of its Property property or business, except that: (a) (i) any Restricted Subsidiary of the Borrower may be merged, consolidated or be amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or ); (iib) any Restricted Subsidiary of the Borrower may be merged, consolidated or be amalgamated or consolidated (i) with or into any other Restricted Subsidiary Guarantor of the Borrower (provided that (x) if only one party to such transaction is a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transactionGuarantor, the continuing or surviving corporation shall become be a Subsidiary Guarantor and Guarantor) or (ii) subject to Section 8.7(f) (to the Borrower shall comply with Section 6.8 in connection therewithextent applicable); (b) any Non-Guarantor Subsidiary may be merged or consolidated , with or into, or be liquidated into, into any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) to the Borrower or any Subsidiary Guarantor or, subject to Section 8.7(f) (to the extent applicable), any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (d) any Restricted Subsidiary that is not a Loan Party may (i) merge or consolidate with or into any Restricted Subsidiary that is not a Loan Party or (ii) dispose of all or substantially all of its assets (including any Disposition that is in the nature of a liquidation) to (A) another Restricted Subsidiary that is not a Loan Party or (B) to a Loan Party; (e) Dispositions permitted by Section 7.5 the Borrower and any Restricted Subsidiary may enter into any merger, dissolution, liquidation, consolidation, investment consolidation or Disposition, the purpose of which is similar transaction with another Person to effect a Disposition transaction permitted by under Section 7.5 may 8.7, provided that in the case of the Borrower, the Borrower shall be consummatedthe continuing or surviving corporation; (f) any Investment expressly permitted by Section 7.7 Immaterial Subsidiary (other than a Qualifying Subsidiary) may be structured as a merger, consolidation liquidate or amalgamationdissolve voluntarily; (g) the transactions contemplated permitted under the Transaction Documents; andSection 8.5 shall be permitted; (h) any Unrestricted Subsidiary may merge into a Restricted Subsidiary may liquidate or dissolve if in a transaction in which the surviving entity is a Restricted Subsidiary to effect a transaction permitted under Section 8.7; (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionPermitted Restructuring.

Fundamental Changes. Consummate Except as expressly permitted by Section 7.5 or 7.8, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, except that: (a) any Subsidiary of the Parent Guarantor (iother than the Borrower) or any Restricted Subsidiary other Person may be merged, amalgamated or consolidated with or into the Borrower (Borrower, provided that the Borrower shall be the continuing or surviving corporation; (b) any Subsidiary of the Parent Guarantor (other than the Borrower) or (ii) any Restricted Subsidiary other Person may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (one or more Wholly Owned Subsidiaries of the Parent Guarantor, provided that (xi) the Wholly Owned Subsidiary shall be the continuing or surviving corporation, (ii) in the case of any merger, amalgamation or consolidation involving one or more Guarantors, a Subsidiary Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing Person formed by or surviving corporation any such merger, amalgamation or consolidation (if other than a Guarantor) shall execute a supplement to the Guarantee and Collateral Agreement and any applicable Mortgage in form and substance reasonably satisfactory to the Administrative Agent in order for the surviving Person to become a Subsidiary Guarantor and pledgor, mortgagor and grantor of Collateral for the Borrower shall comply with Section 6.8 benefit of the Secured Parties (as defined in connection therewiththe Guarantee and Collateral Agreement); , (biii) any Non-no Default or Event of Default would result from the consummation of such merger, amalgamation or consolidation; and (iv) no Subsidiary of the Parent Guarantor Subsidiary (other than Daymark) may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiaryinto Daymark; (c) any Restricted Subsidiary that is not a Guarantor (other than the Borrower) may Dispose of all or substantially all of its assets upon voluntary liquidation sell, lease, transfer or otherwise to the Borrower dispose of any or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) to the Borrower, a Guarantor (other than Daymark) or any other Non-Guarantor Wholly Owned Subsidiary of the Borrower (other than Daymark); (d) any Subsidiary that is a Restricted Subsidiary;Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Guarantor; provided that no Guarantor (other than Daymark) may sell, lease, transfer or otherwise dispose of any or all of its assets to Daymark; and (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, Subsidiary (other than the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (fBorrower) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (ix) the Borrower determines in good faith that such liquidation or dissolution is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders and (iiy) to the extent such Restricted Subsidiary is a Loan PartyGuarantor, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party another Guarantor after giving effect to such liquidation or dissolution.

Fundamental Changes. Consummate any mergerMerge, consolidation or amalgamationdissolve, or liquidate, wind up consolidate with or dissolve itself (or suffer any liquidation or dissolution)into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property assets (whether now owned or businesshereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom: (a) any Restricted Subsidiary or any Borrower may merge with (i) any Restricted Subsidiary may be mergeda Borrower, amalgamated or consolidated with or into the Borrower (provided that the such Borrower shall be the continuing or surviving corporation) Person, or (ii) any one or more other Restricted Subsidiary may be mergedSubsidiaries, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary when any Guarantor is merging with another Restricted Subsidiary, the Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith);Person; and (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (ci) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) to a Borrower; (ii) any other Non-Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or another Guarantor; and (iii) any Restricted Subsidiary which is not a Borrower may also Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Restricted Subsidiary which is a Guarantor; (c) any Restricted Subsidiary that is not a Loan Party may dispose of all or substantially all of its assets (including any Disposition that is in the nature of a liquidation) to (i) another Restricted SubsidiarySubsidiary that is not a Loan Party or (ii) to a Loan Party; (ed) Dispositions permitted by Section 7.5 and a Loan Party or any merger, dissolution, liquidation, consolidation, investment Restricted Subsidiary may merge or Disposition, the purpose of which is consolidate with any Person to effect (i) a Permitted Acquisition so long as the applicable Loan Party or Restricted Subsidiary, as the case may be, is the surviving entity; and (ii) a Disposition permitted by under (and in accordance with the terms of) Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents7.05; and (he) any Restricted Subsidiary may dissolve, liquidate or dissolve wind-up its affairs if (i) the Borrower determines it owns no material assets, engages in good faith that such liquidation or dissolution is in the best interest of the Borrower no material business and is not materially disadvantageous otherwise has no material activities other than activities related to the Lenders maintenance of its existence and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutiongood standing.

Fundamental Changes. Consummate any mergerMerge, consolidation or amalgamationdissolve, or liquidate, wind up amalgamate, consolidate with or dissolve itself (or suffer any liquidation or dissolution)into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property assets (whether now owned or businesshereafter acquired) to or in favor of any Person, except that, (other than in the case of clause (e)) so long as no Event of Default would result therefrom: (a) any Restricted Subsidiary (other than the U.S. Borrower) may merge, amalgamate or consolidate with (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the U.S. Borrower (including a merger, the purpose of which is to reorganize the U.S. Borrower into a new jurisdiction in any State of the United States); provided that the U.S. Borrower shall be the continuing or surviving corporation) Person or the surviving Person shall expressly assume the obligations of the U.S. Borrower pursuant to documents reasonably acceptable to the Administrative Agent, (ii) the Lux Borrower; provided that the Lux Borrower shall be the continuing or surviving Person, or (iii) any one or more other Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (Subsidiaries; provided that (x) any Restricted Subsidiary that is not a Controlled Foreign Subsidiary or a FSHCO may not merge with any Restricted Subsidiary that is a Controlled Foreign Subsidiary or a FSHCO if such Controlled Foreign Subsidiary or such FSHCO shall be the continuing or surviving Person and (y) when any Guarantor is merging with another Restricted Subsidiary that is not a Loan Party (A) the Guarantor shall be the continuing or surviving corporation Person, (B) to the extent constituting an Investment, such Investment must be a Permitted Investment or (y) simultaneously with such transaction, the continuing or surviving corporation shall become Indebtedness of a Restricted Subsidiary Guarantor and the Borrower shall comply which is not a Loan Party in accordance with Section 6.8 in connection therewith)7.01, respectively and (C) to the extent constituting a Disposition, such Disposition must be permitted hereunder; (bi) any Non-Guarantor Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (ii) any Restricted Subsidiary (other than the U.S. Borrower) may liquidate or dissolve, or any Borrower or any Restricted Subsidiary may be merged or consolidated with or into(if the validity, or be liquidated into, perfection and priority of the Liens securing the Obligations is not adversely affected thereby) change its legal form if the Borrowers determine in good faith that such action is in the best interest of Holdings and its Subsidiaries and is not disadvantageous to the Lenders in any other Non-Guarantor material respect (it being understood that in the case of any dissolution of a Restricted Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Restricted SubsidiarySubsidiary that is a Guarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent unless such Disposition of assets is permitted hereunder; and in the case of any change in legal form, a Restricted Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to (other than the Borrower or any Subsidiary Guarantor; (dU.S. Borrower) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidationliquidation or otherwise) to the Lux Borrower or to any Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, dissolutionthen (i) the transferee must either be a Borrower or a Guarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent and (ii) to the extent constituting an Investment, winding-up such Investment must be a Permitted Investment or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Section 7.01, respectively; provided, further, that the U.S. Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Non-Guarantor Domestic Loan Party; (d) any Restricted Subsidiary (other than the U.S. Borrower) may merge, amalgamate or consolidate with, or dissolve into, any other Person in order to effect Permitted Investment; provided that is (i) the continuing or surviving Person shall, to the extent subject to the terms hereof, have complied with the requirements of Section 6.12 and (ii) to the extent constituting an Investment, such Investment must be a Restricted SubsidiaryPermitted Investment and (iii) to the extent constituting a Disposition, such Disposition must be permitted hereunder; (e) Dispositions permitted by Section 7.5 the Borrowers and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 other Restricted Subsidiaries may be consummatedconsummate the Transaction (including the Merger) and the Reorganization Transaction; (f) any Investment expressly Restricted Subsidiary (other than the U.S. Borrower) may merge, dissolve, liquidate, amalgamate, consolidate with or into another Person in order to effect a Disposition permitted pursuant to Section 7.04 (other than Dispositions permitted by Section 7.7 7.03); and (g) any Permitted Investment may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution.

Fundamental Changes. Consummate any mergerMerge, consolidation or amalgamationdissolve, or liquidate, wind up consolidate with or dissolve itself (or suffer any liquidation or dissolution)into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property assets (whether now owned or businesshereafter acquired) to or in favor of any Person (including, except thatin each case, pursuant to a LLC Division), except, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary may merge with (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the Borrower (Company; provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; provided that (A) when any Designated Borrower is merging with another Subsidiary, such Designated Borrower shall be the continuing or surviving corporationPerson, (B) or (ii) when any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Domestic Subsidiary Guarantor is merging with another Subsidiary (provided that (x) other than a Designated Borrower), a Domestic Subsidiary Guarantor shall be the continuing or surviving corporation Person, (C) when any Foreign Subsidiary Guarantor is merging with another Subsidiary (other than a Designated Borrower or (y) simultaneously with such transactionDomestic Subsidiary Guarantor), a Foreign Subsidiary Guarantor shall be the continuing or surviving corporation Person, and (D) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall become a Subsidiary Guarantor and be the Borrower shall comply with Section 6.8 in connection therewith)continuing or surviving Person; (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) to any other Non-Guarantor Subsidiary the Company or to another Subsidiary; provided that (i) if the transferor in such a transaction is a Designated Borrower that is a Restricted SubsidiaryDomestic Subsidiary or a Domestic Subsidiary Guarantor, then the transferee must be the Company, a Designated Borrower that is a Domestic Subsidiary or a Domestic Subsidiary Guarantor and (ii) if the transferor in such a transaction is a Designated Borrower that is a Foreign Subsidiary or a Foreign Subsidiary Guarantor, then the transferee must be the Company, a Designated Borrower or a Subsidiary Guarantor; (ec) Dispositions permitted by Section 7.5 and the Company or any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is Subsidiary may merge with any other Person in order to effect a Disposition permitted by Section 7.5 may be consummated; Permitted Acquisition; provided that (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (gi) the transactions contemplated under continuing or surviving Person shall have complied with the Transaction Documentsrequirements of Section 6.13, if applicable, and (ii) in the case of a merger of a Borrower with any other Person, such Borrower shall be the continuing or surviving Person; and (hd) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is connection with a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionPermitted Restructuring Transaction.

Fundamental Changes. Consummate any mergerMerge, consolidation or amalgamationamalgamate, or dissolve, liquidate, wind up consolidate with or dissolve itself (or suffer any liquidation or dissolution)into another Person, or Dispose of all (whether in one transaction or substantially all in a series of its Property or business, except that: (atransactions) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation (whether now owned or otherwise hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) the Borrower Borrowers or any Subsidiary of the Restricted Subsidiaries may merge or amalgamate with any other Restricted Subsidiaries or any other Person; provided, that (i) if any of such Subsidiaries is a Guarantor, a Guarantor shall be the surviving Person, and if a Borrower is a party thereto, such Borrower shall be the surviving Person, and (ii) the US Borrower and the Canadian Borrower may not merge or amalgamate into each other; (db) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) to a Borrower or to another Guarantor; (c) any other Non-Guarantor Subsidiary that is not a Loan Party may Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Borrower or any Subsidiary that is a Restricted SubsidiaryLoan Party; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (fd) any Investment expressly permitted by Section 7.7 Subsidiary (other than the Canadian Borrower) may be structured as a mergerliquidate, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate wind up or dissolve if (i) the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interest interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders and all of the assets of such Subsidiary are transferred to another Restricted Subsidiary; and (iie) to the extent such a Restricted Subsidiary is may enter into Dispositions permitted by Section 7.05, and a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect whose Equity Interests are sold pursuant to such liquidation or dissolutiona Disposition may enter into mergers, consolidations and amalgamations to facilitate such Dispositions.

Fundamental Changes. Consummate any mergerMerge, consolidation or amalgamationdissolve, or liquidate, wind up consolidate with or dissolve itself (or suffer any liquidation or dissolution)into another Person, or Dispose of (whether in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) all or substantially all of its Property assets (whether now owned or businesshereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge with (i) any Restricted Subsidiary may be mergedthe Borrower, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) Person or (ii) any Restricted Subsidiary may be mergedone or more other Subsidiaries of the Borrower, amalgamated or consolidated with or into provided that if any Subsidiary Guarantor (provided that (x) is merging with another Subsidiary, a Subsidiary Guarantor party to such merger shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith)Person; (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up pursuant to a Division or otherwise) to any other Non-Guarantor the Borrower or to another Subsidiary of the Borrower; provided that if the transferor in such a transaction is a Restricted Subsidiary;Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor; and provided, further, that if any Subsidiary Guarantor consummates a Division, then, to the extent applicable, the Borrower must comply with the obligations set forth in Section 6.12 with respect to each Division Successor; and (ec) Dispositions permitted by Section 7.5 and any merger7.05(d) or (e) shall be permitted under this Section 7.04. Notwithstanding anything to the contrary contained herein, dissolution, liquidation, consolidation, investment or Disposition, in no event shall the purpose of which is Borrower be permitted to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) merge, dissolve or liquidate or consolidate with or into any other Person unless after giving effect thereto the Borrower determines in good faith that is the sole surviving Person of such liquidation or dissolution is in the best interest transaction and no Change of the Borrower and is not materially disadvantageous to the Lenders and Control results therefrom, (ii) consummate a Division or (iii) engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a state of the extent such Restricted Subsidiary is a Loan Party, any assets United States or business the District of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionColumbia.

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) substantially simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, amalgamation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents[RESERVED]; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution.

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, except that: (a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any other Restricted Subsidiary Guarantor (provided that (x) when a Restricted Subsidiary that is not a Subsidiary Guarantor is merging or consolidating with a Subsidiary Guarantor, the Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewithcorporation); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) (i) to the Borrower or any other Non-Guarantor Restricted Subsidiary (upon voluntary liquidation or otherwise) (provided that when a Subsidiary that is a Restricted Subsidiary Guarantor is so Disposing of all or substantially of its assets to another Subsidiary; , such other Subsidiary must be a Subsidiary Guarantor) or (eii) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is pursuant to effect a Disposition permitted by Section 7.5 may be consummated7.5; (fc) any Restricted Subsidiary of the Borrower may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and its Restricted Subsidiaries and is not disadvantageous to the Lenders in any material respect; (d) any Investment expressly permitted by Section 7.7 7.8 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (he) any Restricted Subsidiary Holdings may liquidate or dissolve change its legal form to a corporation if (i) the Borrower Holdings determines in good faith that such liquidation or dissolution action is in the its best interest of the Borrower and is not materially disadvantageous to the Lenders in any material respect and (ii) prior notice of such change is given to the extent such Restricted Subsidiary is a Loan PartyAdministrative Agent. (f) in connection with an Initial Public Offering, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in (i) Holding may merge into the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionBorrower and (ii) the Borrower may merge into Holdings.

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into into, or be liquidated into, the Borrower (provided provided, that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into into, or be liquidated into, any Subsidiary Guarantor (provided provided, that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) substantially simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary GuarantorLoan Party; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted SubsidiarySubsidiary or to Holdings; (e) Dispositions permitted by Section 7.5 (other than Section 7.5(c)) and any merger, dissolution, liquidation, consolidation, amalgamation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 (other than Section 7.5(c)), may be consummated; (f) any Investment expressly permitted by Section 7.7 (other than Section 7.7(o)) may be structured as a merger, consolidation or amalgamation; (g) The Borrower and its Restricted Subsidiaries may consummate the transactions contemplated under the Transaction Documents; andTransactions and a Specified Transaction; (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution; (i) any Escrow Entity may be merged with and into the Borrower or any Restricted Subsidiary (provided that the Borrower or such Restricted Subsidiary shall be the continuing or surviving entity); and (j) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom, any Person may be merged, amalgamated or consolidated with or into the Borrower, provided, that (A) the Borrower shall be the surviving entity or (B) if the surviving entity is not the Borrower (such other person, the “Successor Borrower”), (1) 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, (2) 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, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee and Collateral Agreement confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall deliver to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation does not violate this Agreement or any other Loan Document and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Loan Document and covering such other matters as are contemplated by the opinions of counsel delivered on the Closing Date pursuant to Section 5.1(e) (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement).

Fundamental Changes. Consummate any mergerMerge, consolidation or amalgamationdissolve, or liquidate, wind up consolidate with or dissolve itself (or suffer any liquidation or dissolution)into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property assets (whether now owned or businesshereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary may merge with (i) any Restricted Subsidiary may be mergedthe Company, amalgamated or consolidated with or into the Borrower (provided that the Borrower Company shall be the continuing or surviving corporation) Person, or (ii) any Restricted Subsidiary may be mergedone or more other Subsidiaries, amalgamated or consolidated with or into provided that when any Subsidiary Guarantor (provided that (x) a is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith)Person; (b) subject to Section 6.14, any Non-Guarantor Subsidiary may be merged merge into or consolidated consolidate with or into, or be liquidated into, any other Non-Guarantor Subsidiary another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a Restricted Subsidiaryparty to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) to any other Non-Guarantor Subsidiary the Company or to another Subsidiary; provided that if the transferor in such a transaction is a Restricted Subsidiary Guarantor, then the transferee must either be the Company or a Subsidiary Guarantor; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(g) and in the case of a Disposition of a dealership Subsidiary;, Section 7.19; and (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment Subsidiary which has Disposed of all or Disposition, substantially all of its assets in accordance with the purpose terms of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if this Agreement (i) the Borrower determines in good faith that such liquidation may be dissolved or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and have its entity status terminated or (ii) to the extent so long as such Subsidiary does not qualify as a Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionDisposition, shall promptly at the request of the Company be released by the Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, at any time such Subsidiary thereafter qualifies as a Restricted Subsidiary, the Company shall cause to be delivered to the Administrative Agent all documents required to be delivered by Section 6.14 with respect to such Subsidiary in the timeframes set forth therein.

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, except that: (a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Wholly Owned Subsidiary Guarantor (provided that (x) a the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation entity) and (ii) any Foreign Subsidiary may be merged with or into any other Subsidiary (y) simultaneously with provided that, if such transactionother Subsidiary is a Domestic Subsidiary, such Domestic Subsidiary shall be the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewithentity); (bi) any Non-Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Wholly Owned Subsidiary Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; and (cii) any Restricted Foreign Subsidiary may Dispose of all any or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (hc) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of which the Borrower and is not materially disadvantageous to its Subsidiaries own Capital Stock representing less than 80% of the Lenders and ordinary voting power of such Subsidiary or (ii) that is a Foreign Subsidiary or an Immaterial Domestic Subsidiary may be liquidated as long as the proceeds of such liquidation (after satisfying all Contractual Obligations of such Subsidiary) are distributed to the extent such Restricted Subsidiary is a Loan Party, any assets or business holders of the Capital Stock of such Restricted Subsidiary not otherwise disposed of or transferred on an approximately ratable basis (based on their respective equity ownership interests in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionSubsidiary).

Fundamental Changes. Consummate any mergerMerge, consolidation consolidate or amalgamationamalgamate, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or businessbusiness (taken as a whole), except that: (a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any other Restricted Subsidiary (provided, that when any Subsidiary Guarantor is merging with or into another Restricted Subsidiary that is not a Subsidiary Guarantor (provided that (x) a except as permitted by Section 7.4(b)), such Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall shall, substantially simultaneously with such merger or consolidation, become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewithGuarantor); (b) any Non-Guarantor Restricted Subsidiary may be merged merge, consolidate or consolidated amalgamate with or into, or be liquidated into, any other Non-Guarantor Person (other than the Borrower) in order to effect an Investment permitted pursuant to Section 7.7; provided that if such Restricted Subsidiary that is a Restricted SubsidiarySubsidiary Guarantor the continuing or surviving Person shall be a Subsidiary Guarantor; (c) any Restricted Subsidiary of the Borrower may Dispose of any or all of its assets (i) to the Borrower or any Subsidiary Guarantor (upon voluntary liquidation or otherwise) or (ii) pursuant to a Disposition permitted by Section 7.5; (d) any Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor may (i) dispose of any or all or substantially all of its assets to any Group Member (upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; or (eii) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and Administrative Agent or the Lenders; and (iie) to any Subsidiary of the extent such Restricted Subsidiary is a Loan PartyBorrower may merge, any assets consolidate or business amalgamate with the Borrower in connection with the consummation of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionTransactions.

Fundamental Changes. Consummate any mergerMerge, consolidation consolidate or amalgamationamalgamate, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property assets or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the Borrower (or any of its Subsidiaries may merge or consolidate with any Person; provided that (A) in the case of any merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving corporationcorporation and the shareholders of the Borrower immediately prior to such merger or consolidation shall hold at least a majority of the outstanding shares of the combined entity immediately after the consummation of such merger or consolidation; (B) in the case of any merger or (ii) any Restricted Subsidiary may be mergedconsolidation involving a Loan Party, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor the surviving entity shall be a Loan Party; and (C) in the continuing case of any merger or surviving corporation or (y) simultaneously with such transactionconsolidation involving a Broker-Dealer Subsidiary, the continuing or surviving corporation entity shall become be a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith)Broker-Dealer Subsidiary; (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwisei) to the Borrower or any other Non-Guarantor Subsidiary Subsidiary; provided that is a Restricted Subsidiary; (eA) Dispositions permitted in the case of any such Disposition by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or DispositionGuarantor, the purpose transferee entity shall be a Loan Party and (B) in the case of which is any such Disposition by any Broker-Dealer Subsidiary, the transferee entity shall be a Broker-Dealer Subsidiary or (ii) pursuant to effect a Disposition permitted by Section 7.5 may be consummated6.5; (fc) any Investment expressly permitted by Section 7.7 6.8 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (hd) any Restricted Subsidiary of the Borrower may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such businessa liquidation or dissolution of a Broker-Dealer Subsidiary, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutiondissolution is into another Broker-Dealer Subsidiary.

Fundamental Changes. Consummate any mergerMerge, consolidation or amalgamationdissolve, or liquidate, wind up consolidate with or dissolve itself (or suffer any liquidation or dissolution)into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property assets (whether now owned or businesshereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary may merge with (i) any Restricted Subsidiary may be mergedthe Company, amalgamated or consolidated with or into the Borrower (provided that the Borrower Company shall be the continuing or surviving corporation) Person, or (ii) any Restricted Subsidiary may be mergedone or more other Subsidiaries, amalgamated or consolidated with or into provided that when any Subsidiary Guarantor (provided that (x) a is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith)Person; (b) subject to Section 6.14, any Non-Guarantor Subsidiary may be merged merge into or consolidated consolidate with or into, or be liquidated into, any other Non-Guarantor Subsidiary another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a Restricted Subsidiaryparty to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) to any other Non-Guarantor Subsidiary the Company or to another Subsidiary; provided that if the transferor in such a transaction is a Restricted Subsidiary Guarantor, then the transferee must either be the Company or a Subsidiary Guarantor; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(g) and in the case of a Disposition of a dealership Subsidiary;, Section 7.19; and (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment Subsidiary which has Disposed of all or Disposition, substantially all of its assets in accordance with the purpose terms of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if this Agreement (i) the Borrower determines in good faith that such liquidation may be dissolved or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders have its entity status terminated and (ii) at the request of the Company, be released by the Administrative Agent and the Revolving Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, if at any time thereafter the Company requests that such Subsidiary be designated as a New Vehicle Borrower, the Company shall cause to be delivered to the extent Administrative Agent all documents required to be delivered by Section 6.14 with respect to such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutiontimeframes set forth therein.

Fundamental Changes. Consummate Merge, consolidate or enter into any merger, consolidation or amalgamation, similar combination with any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary the Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower Loan Parties shall comply with Section 6.8 6.14 in connection therewith); (b) (i) any Non-Guarantor Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Foreign Subsidiary and (ii) any Domestic Subsidiary that is not a Restricted SubsidiaryGuarantor may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Domestic Subsidiary that is not a Guarantor; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-winding up or otherwise) to the Borrower or any Guarantor; provided that, with respect to any such disposition by any Restricted Subsidiary that is not a Guarantor, the consideration for such disposition shall not exceed the fair market value of such assets; (i) any Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Restricted Subsidiary that is not a Restricted SubsidiaryGuarantor and (ii) any Domestic Subsidiary that is not a Guarantor may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Domestic Subsidiary that is not a Guarantor; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated7.05; (f) any Investment expressly permitted by Section 7.7 7.02 may be structured as as, or consummated pursuant to, a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith provided, that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such businessmerger, discontinuedconsolidation or amalgamation of (i) the Borrower, the Borrower shall be transferred tothe continuing, surviving or otherwise owned resulting entity or conducted by(ii) any other Loan Party, the surviving, continuing or resulting legal entity of such merger, consolidation or amalgamation is a Loan Party (or substantially simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Guarantor) and, in all cases, such Loan Parties shall comply with Section 6.14 in connection therewith; or (g) any Restricted Subsidiary may liquidate, wind-up or dissolve itself after giving effect to such liquidation having disposed of all or dissolutionsubstantially all of its assets in a transaction permitted by another clause of this Section 7.04.

Fundamental Changes. Consummate (a) The Borrower will not, and will not permit any Restricted Subsidiary to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, except that so long as no Specified Event of Default would result therefrom: (i) any Domestic Subsidiary (other than the Borrower) may merge into or consolidate or amalgamate with the Borrower as long as the Borrower is the surviving entity or such surviving Person shall assume the obligations of the Borrower hereunder (and if such Domestic Subsidiary is an Unrestricted Subsidiary, any Indebtedness of or Lien granted on the assets of such Domestic Subsidiary is permitted by Section 6.01 or 6.02), (ii) [reserved], (iii) any Domestic Subsidiary (other than the Borrower) may merge into or consolidate or amalgamate with any Subsidiary Guarantor (as long as (A) such Subsidiary Guarantor is the surviving entity, (B) such surviving entity becomes a Subsidiary Guarantor substantially concurrently with the consummation of such transaction and complies with Section 5.11 and Section 5.12 or (C) the disposition of such Subsidiary Guarantor would otherwise be permitted under Section 6.05 (other than Section 6.05(l)) or such Loan Party would otherwise be permitted to be redesignated as an Excluded Subsidiary immediately prior to such transaction (and shall be deemed to be so disposed or redesignated), (iv) [reserved], (v) any Restricted Subsidiary that is not a Loan Party may merge into or consolidate or amalgamate with (A) any other Restricted Subsidiary that is not a Loan Party or (B) any Loan Party, (vi) the Borrower or any Restricted Subsidiary may consummate any Investment permitted by Section 6.04 (other than Section 6.04(aa)) (whether through a merger, consolidation, amalgamation or otherwise), provided that (A) the surviving entity shall be subject to the requirements of Section 5.11 and Section 5.12 (to the extent applicable) and (B), if the Borrower is a party to such transaction, the Borrower shall be the surviving entity or such surviving Person shall assume the obligations of the Borrower hereunder, and (vii) any Restricted Subsidiary (other than the Borrower) may consummate any sale, transfer or other disposition permitted pursuant to Section 6.05 (other than Section 6.05(l)) (whether through a merger, consolidation, amalgamation or otherwise), provided that the surviving entity shall be subject to the requirements of Section 5.11 and Section 5.12 (to the extent applicable). In each of the preceding clauses (i), (ii) or (vi) of this Section 6.03(a), in the case of any merger, consolidation or amalgamation involving the Borrower, if the Person surviving such merger, consolidation or amalgamation is not the Borrower (any such Person, the “Successor Company”), (A) in the case of a merger, consolidation or amalgamation involving the Borrower, 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) [reserved], (C) 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, (D) each Guarantor of the Obligations of the Borrower, unless it is the other party to such merger, consolidation or amalgamation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (E) each Guarantor of the Obligations of the Borrower, unless it is the other party to such merger, consolidation or liquidateamalgamation, wind up shall have by a supplement to applicable Security Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (F) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guarantee as reaffirmed pursuant to clause (D) and (G) the Successor Company shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the perfection and priority of the Liens under the applicable Security Documents; provided that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement. (b) The Borrower will not, and will not permit any Restricted Subsidiary to, liquidate or dissolve itself (or suffer any liquidation transfer, convey, sell, lease, assign or dissolution), or Dispose otherwise dispose of all or substantially all of its Property or businessassets, except that: (a) that (i) any Restricted Subsidiary (other than the Borrower) may be mergedtransfer, amalgamated convey, sell, lease, assign or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose otherwise dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all portion of its assets (upon voluntary liquidation, dissolution, winding-up or otherwiseany similar transaction) to the Borrower or any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; Guarantor, (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (hii) any Restricted Subsidiary (other than the Borrower) may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders and Lenders, (iiiii) any Restricted Subsidiary that is not a Loan Party may transfer, convey, sell, lease, assign or otherwise dispose of all or any portion of its assets (upon liquidation, dissolution, winding-up or any similar transaction) to the extent such Borrower or any other Restricted Subsidiary, (iv) any Loan Party (other than the Borrower) may transfer all or any portion of its assets (upon liquidation, dissolution, winding-up or any similar transaction) to the Borrower or any other Subsidiary Guarantor, (v) [reserved], (vi) the Borrower or any Restricted Subsidiary may change its legal form, (vii) any merger the purpose and only substantive effect of which is a Loan Partyto reincorporate or reorganize the Borrower or any Subsidiary in another jurisdiction in the United States, any assets state thereof or business the District of such Columbia shall be permitted and (viii) any Restricted Subsidiary not otherwise disposed (other than the Borrower) may transfer all or any portion of its assets (upon liquidation, dissolution, winding-up or transferred any similar transaction) to any Person in accordance with order to effect an Investment permitted pursuant to Section 7.4 6.04 (other than Section 6.04(aa)) or 7.5 ora sale, in the case of any such business, discontinued, shall be transferred to, transfer or otherwise owned or conducted by, a Loan Party after giving effect other disposition permitted pursuant to such liquidation or dissolutionSection 6.05 (other than Section 6.05(l)).

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, except that: (a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower (provided provided, that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any other Restricted Subsidiary (provided, that when any Subsidiary Guarantor (provided that (x) a is merging with or into another Restricted Subsidiary, such Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall shall, substantially simultaneously with such merger or consolidation, become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewithGuarantor); (bi) any Non-Restricted Subsidiary of the Borrower may Dispose of any or all of its assets (x) to the Borrower or any Subsidiary Guarantor Subsidiary (upon voluntary liquidation or otherwise) or (y) pursuant to a Disposition permitted by Section 7.5 and (ii) the Borrower may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is dispose of its assets pursuant to a Restricted SubsidiaryDisposition permitted by Section 7.5; (c) any Restricted Subsidiary of the Borrower that is not a Loan Party may Dispose dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary GuarantorGroup Member; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary of the Borrower may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent Lenders; provided that if such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution; and (e) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation.

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 5.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (e) Dispositions permitted by Section 7.5 6.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 6.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 6.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and; (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 6.4 or 7.5 6.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution; and (i) any such transaction may be effected to the extent such transaction constitutes a Change of Control and the Borrower complies with the requirements set forth in Section 2.6 within the period of time set forth therein.

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, except that: (a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation corporation), (ii) any Restricted Subsidiary that is not a Subsidiary Guarantor may be merged or (y) simultaneously consolidated with such transaction, the continuing or surviving corporation shall become into any other Restricted Subsidiary that is not a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (biii) any Non-Guarantor Unrestricted Subsidiary may be merged or consolidated with or into, or be liquidated into, into any other Non-Guarantor Restricted Subsidiary that is not a Subsidiary Guarantor (provided that the Restricted SubsidiarySubsidiary shall be the continuing or surviving corporation); (i) any Subsidiary of the Borrower may Dispose of any or all of its assets (A) to the Borrower or any Subsidiary Guarantor (upon voluntary liquidation or otherwise) or (B) pursuant to a Disposition permitted by Section 7.5 and (ii) any Restricted Subsidiary that is not a Subsidiary Guarantor may Dispose of any or all of its assets to any other Restricted Subsidiary that is not a Loan Party; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as effected through a merger, consolidation or amalgamation; (gd) the transactions contemplated under the Transaction Documentsany Investment expressly permitted by Section 7.6 may be effected through a merger, consolidation or amalgamation; and (he) any Restricted Subsidiary (other than a Subsidiary Guarantor) may liquidate liquidate, wind up or dissolve if (i) the Borrower determines in good faith that such liquidation liquidation, winding-up or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionLenders.

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, except that: (a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower (Borrower; provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided Guarantor; provided, further, that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith)corporation; (b) any Non-Subsidiary of the Borrower that is not a Subsidiary Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated intointo the Borrower, any Subsidiary Guarantor or any other Non-Guarantor Subsidiary that is a Restricted Subsidiaryof the Borrower; (c) subject to Section 7.7(g), any Restricted Subsidiary of the Borrower may Dispose of all any or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) to the Borrower, any Subsidiary Guarantor or any other Non-Guarantor Subsidiary that is a Restricted Subsidiaryof the Borrower; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (fd) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (ge) subject to Section 7.5, the transactions contemplated under the Transaction DocumentsBorrower or any Subsidiary may make any Disposition of assets; and (hf) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and that is not materially disadvantageous to organized under the Lenders and (ii) to laws of Canada may amalgamate with another Subsidiary of the extent such Restricted Subsidiary Borrower that is organized under the laws of Canada; provided, that if one of the Subsidiaries participating in the applicable amalgamation is a Loan PartyForeign Subsidiary Borrower, any assets or business the entity formed as a result of such Restricted amalgamation (“Amalco”) shall continue to be a Foreign Subsidiary not otherwise disposed of or transferred in accordance Borrower and shall provide the Agents with Section 7.4 or 7.5 orsuch documentation, in including legal opinions, as the case of any such business, discontinued, Agents shall be transferred to, or otherwise owned or conducted by, a reasonably require to confirm that this Agreement and the other Loan Party after giving effect to such liquidation or dissolutionDocuments are enforceable against Amalco.

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, except that: (a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or ), (ii) any Restricted Subsidiary of MVWC (other than the Borrower and its Subsidiaries) may be merged, amalgamated merged or consolidated with or into MVWC (provided that MVWC shall be the continuing or surviving corporation) or with or into any Subsidiary of MVWC and (iii) any Subsidiary of the Borrower may be merged or consolidated with or into any Wholly Owned Subsidiary Guarantor (provided that (x) a the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewithcorporation); (bi) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary of the Borrower may Dispose of all any or substantially all of its assets upon voluntary liquidation or otherwise (A) to the Borrower or any Wholly Owned Subsidiary Guarantor; Guarantor (dupon voluntary liquidation or otherwise) or (B) pursuant to a Disposition permitted by Section 7.6, and (ii) any Non-Guarantor Subsidiary of MVWC (other than the Borrower and its Subsidiaries) may Dispose of all any or substantially all of its assets (A) to MVWC or any Subsidiary (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) or (B) pursuant to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated7.6; (fc) any Investment expressly permitted by Section 7.7 7.9 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (id) the Borrower determines restrictions contained in good faith that such liquidation or dissolution is this Section 7.5 shall not apply to any transaction entered into in connection with the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionSpin-Off.

Fundamental Changes. Consummate Merge, consolidate or enter into any merger, consolidation or amalgamation, similar combination with any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a the Subsidiary Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 8.14 in connection therewith); (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, windingwinding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (e) Dispositions dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated9.5; (f) any Investment expressly permitted by Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 7.7 may be structured as a merger, consolidation or amalgamation;8.15 in connection therewith); and (g) any Person may merge into the transactions contemplated under the Transaction DocumentsBorrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; and (h) any Restricted Subsidiary may liquidate or dissolve if provided that (i) in the case of a merger involving the Borrower determines in good faith that such liquidation or dissolution is in a Subsidiary Guarantor, the best interest of continuing or surviving Person shall be the Borrower and is not materially disadvantageous to the Lenders or such Subsidiary Guarantor and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets continuing or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, surviving Person shall be transferred to, the Borrower or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionWholly-Owned Subsidiary of the Borrower.

Fundamental Changes. Consummate No Credit Party shall, nor shall it permit any mergerof its Subsidiaries to, consolidation or amalgamationdissolve, or liquidate, wind up merge or dissolve itself (consolidate with or suffer any liquidation or dissolution)into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property assets (whether now owned or businesshereafter acquired) to or in favor of any Person, except that:, so long as no Default exists or would result therefrom (subject to Section 8.12): (a) (i) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that so long as the Borrower shall be is the continuing or surviving corporation) or entity and (ii) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary so long as the Guarantor shall be the continuing or surviving corporation entity, or (y) simultaneously with such transaction, transaction the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower and such Guarantor (and each other relevant Credit Party) shall otherwise comply with Section 6.8 7.11 in connection therewith); (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, windingwinding up or otherwise) to the Borrower or any Guarantor, provided that, with respect to any such Disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (e) Dispositions any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted by Section 7.5 and hereunder (including any mergerPermitted Acquisition), dissolutionprovided that in the case of any merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, liquidation, consolidation, investment (i) a Guarantor shall be the continuing or Dispositionsurviving entity or (ii) simultaneously with such transaction, the purpose of which is to effect continuing or surviving entity shall become a Disposition permitted by Guarantor and the Borrower and such Guarantor (and each other relevant Credit Party) shall comply with Section 7.5 may be consummated7.11 in connection therewith; (f) any Investment expressly permitted by Section 7.7 Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition, provided that (i) in the case of a merger involving the Borrower or a Guarantor, the continuing or surviving Person shall be structured as the Borrower or such Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a merger, consolidation or amalgamation;Wholly-Owned Subsidiary of the Borrower; and (g) the transactions contemplated under the Transaction Documents; and any Subsidiary that has no (hor only de minimis) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of operations at such Restricted time, and owns no other Subsidiary not otherwise disposed of (unless such other Subsidiary also has no (or transferred in accordance only de minimis) assets or operations as such time) may be disposed, liquidated, dissolved, wound down or merged with Section 7.4 or 7.5 or, in and into any other Subsidiary (with such other Subsidiary being the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionsurviving entity).

Fundamental Changes. Consummate Merge, consolidate or consummate any mergersimilar combination with, consolidation or amalgamationconsummate any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary the Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 8.14 in connection therewith); (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, windingwinding up or otherwise) to the Borrower or any Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted SubsidiaryDomestic Subsidiary or the Borrower; (e) Dispositions any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted by hereunder (including, without limitation, any Permitted Acquisition permitted pursuant to Section 7.5 and 9.3(g)); provided; that if any mergerCredit Party is a party thereto, dissolution, liquidation, consolidation, investment such Credit Party (or Disposition, a Person who becomes a Credit Party) will be the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummatedsurviving corporation; (f) any Investment expressly permitted by Section 7.7 may be structured as Subsidiary that is not a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary Credit Party may liquidate or dissolve if (iA) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (iiB) all assets of such liquidated or dissolved Subsidiary, after payment of all creditors of such Subsidiary, shall be conveyed to the extent such Restricted Subsidiary is Borrower or a Loan Party, Subsidiary; (g) any assets Person may merge into the Borrower or business any of such Restricted Subsidiary not otherwise disposed of or transferred its Wholly-Owned Subsidiaries in accordance connection with a Permitted Acquisition permitted pursuant to Section 7.4 or 7.5 or, 9.3(g); provided that (i) in the case of any such businessa merger involving the Borrower or a Guarantor, discontinued, the continuing or surviving Person shall be transferred to, the Borrower or otherwise owned such Guarantor and (ii) the continuing or conducted by, surviving Person shall be the Borrower or a Loan Party after giving effect Wholly-Owned Subsidiary of the Borrower; and (h) Asset Dispositions permitted pursuant to such liquidation Section 9.5(d) or dissolutionSection 9.5(f).

Fundamental Changes. Consummate Merge, consolidate or enter into any mergersimilar combination with, consolidation or amalgamationenter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into into, or be liquidated or dissolved into, any Subsidiary Guarantor (provided that (x) a the Subsidiary Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 8.14 in connection therewiththerewith within the time period specified therein, in each case, to the extent required to do so); (bi) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, windingwinding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition paid by any Credit Party shall not exceed the fair value of such assets; (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (e) Dispositions dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by 9.5 (other than Section 7.5 may be consummated9.5(h)); (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Wholly-Owned Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous may merge with or into the Person such Wholly-Owned Subsidiary was formed to the Lenders and acquire in connection with any acquisition permitted hereunder (ii) to the extent such Restricted Subsidiary is a Loan Partyincluding, without limitation, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, Permitted Acquisition); provided that in the case of any such businessmerger involving a Wholly-Owned Subsidiary that is a Subsidiary Guarantor, discontinued, (i) a Subsidiary Guarantor shall be transferred tothe continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or otherwise owned surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in connection therewith within the time period specified therein; and (g) any Person may merge into the Borrower or conducted byany of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor (or the continuing or surviving Person shall, simultaneously with such transaction, become a Loan Party after giving effect to such liquidation Subsidiary Guarantor and the Borrower shall comply with Section 8.14 in connection therewith within the time period specified therein) and (ii) the continuing or dissolutionsurviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower.

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or Division (or similar transaction), or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, or division or similar transaction except that: (ai) (i) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 6.11 in connection therewith); (bii) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (diii) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (eiv) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 7.05 may be consummated; (fv) any Investment expressly permitted by Section 7.7 7.02 may be structured as a merger, consolidation or amalgamation; (gvi) the transactions contemplated under the Transaction Documentsany Excluded Subsidiary may be dissolved or liquidated; and (hvii) any Restricted Subsidiary So long as no Default or Event of Default is continuing or would result therefrom, Holdings may liquidate or dissolve if (i) be merged with and into Parent, with Parent being the Borrower determines surviving entity in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionmerger.

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents[Reserved]; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 (excluding Section 7.5(e)) or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution.

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or permit any change to its organizational structure, or Dispose of all or substantially all of its Property property or business, except that: (a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower (provided provided, that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Wholly Owned Subsidiary Guarantor (provided provided, that (x) a the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewithcorporation); (b) any Non-Guarantor Subsidiary of the Borrower that is not a Subsidiary Guarantor, nor a Subsidiary of a Subsidiary Guarantor, may be merged or consolidated with or into, or be liquidated into, into any other Non-Guarantor Subsidiary of the Borrower that is not a Restricted Subsidiary Guarantor; provided, that if one Subsidiary to such merger or consolidation is a Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the continuing or surviving corporation; (c) any Restricted Subsidiary of the Borrower may Dispose of all any or substantially all of its assets upon voluntary liquidation or otherwise (i) to the Borrower or any Wholly Owned Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise), (ii) to any other Non-Guarantor a Subsidiary that is not a Restricted Subsidiary; Subsidiary Guarantor if the Subsidiary making the Disposition is not a Subsidiary Guarantor or (eiii) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is pursuant to effect a Disposition permitted by Section 7.5 7.5, and upon the occurrence of any of the foregoing events described in clause (i), (ii) or (iii), the disposing Subsidiary may be consummateddissolved; (fd) any Investment expressly permitted by Section 7.7 7.8 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (he) solely in contemplation of an IPO, the consummation of any Restricted Subsidiary may liquidate or dissolve if Holdings Transaction; provided, that in each case, (i) the Borrower determines in good faith that no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) such liquidation or dissolution is in the best interest of Holdings Transaction shall not cause the Borrower and is its Subsidiaries, or any of their respective assets, to be subject to any current or reasonably foreseeable material tax liabilities, (iii) such Holdings Transaction shall not materially disadvantageous to the Lenders and have a Material Adverse Effect, (iiiv) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such businessthe UPREIT Restructuring, discontinuedOpCo shall become a party to this Agreement and the Guarantee and Collateral Agreement pursuant to a Joinder, in each case on terms reasonably satisfactory to the Agents, (v) Holdings shall enter into the Holdings Agreement on terms reasonably satisfactory to the Agents, (vi) the IPO Company, as applicable, shall be transferred toenter into the Holdings Agreement on terms reasonably satisfactory to the Agents, and (vii) the Borrower shall have provided to the Lenders all information and documentation, including, without limitation, any legal opinions of one or otherwise owned or conducted bymore counsel to a Group Member, a Loan Party after giving effect with respect to such liquidation Holdings Transaction, the Holdings Agreement, this Agreement, each Joinder or dissolutionotherwise, as the Agents may reasonably request, and all such information and documentation shall be reasonably satisfactory to the Agents.

Fundamental Changes. Consummate The Company shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, enter into any merger, consolidation consolidation, amalgamation, or amalgamationsale of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) in connection with (i) a Disposition permitted by Section 7.03 (other than Section 7.03(i)(A)), (ii) an Investment permitted by Section 7.09 (other than Section 7.09(q)(ii)) or (iii) a Restricted Payment permitted by Section 7.08 and (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Restricted Subsidiary Guarantor may be mergedmerge, amalgamated consolidate or consolidated with or amalgamate into the Borrower (provided that Company in a transaction in which the Borrower shall be Company is the continuing or surviving corporation) or entity, (ii) any Subsidiary Guarantor may merge, consolidate or amalgamate into any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) in a transaction in which the surviving entity is a Subsidiary Guarantor shall be the continuing or surviving corporation or Guarantor, (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (biii) any Non-Guarantor two Restricted Subsidiaries that are not Subsidiary Guarantors may be merged merge, consolidate or consolidated with or intoamalgamate, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (civ) any Restricted Subsidiary that is not a Subsidiary Guarantor may Dispose of liquidate, wind up, dissolve or transfer all or substantially all of its assets upon voluntary liquidation so long as the assets of such Restricted Subsidiary are distributed or otherwise transferred to the Borrower Company or any Subsidiary Guarantor; of its Restricted Subsidiaries, (dv) any Non-Subsidiary Guarantor Subsidiary may Dispose of liquidate, wind up, dissolve or transfer all or substantially all of its assets so long as the assets of such Subsidiary Guarantor are distributed or transferred to the Company or another Subsidiary Guarantor and (upon voluntary liquidation, dissolution, winding-up vi) the Company or otherwise) to any Subsidiary may merge with any other Non-Guarantor Subsidiary that is Person in order to effect the designation of a Restricted Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment Subsidiary as an Unrestricted Subsidiary or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured an Unrestricted Subsidiary as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution6.15.

Fundamental Changes. Consummate Merge, consolidate or enter into any mergersimilar combination with, consolidation or amalgamationenter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Wholly-Owned Subsidiary of Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly-Owned Subsidiary of Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a the Subsidiary Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, transaction or the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 8.13 in connection therewith); (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose dispose of all or substantially all of its assets upon in connection with any voluntary liquidation liquidation, dissolution, winding up or otherwise to the Borrower or any Subsidiary GuarantorGuarantor and any such Subsidiary without assets or liabilities may liquidate, dissolve or wind up; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (di) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose dispose of all or substantially all of its assets in connection with any voluntary liquidation, dissolution, winding up or otherwise to any other Non-Guarantor Subsidiary and any such Subsidiary without assets or liabilities may liquidate, dissolve or wind up and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted SubsidiaryDomestic Subsidiary and any such Subsidiary without assets or liabilities may liquidate, dissolve or wind up; (e) Dispositions any Wholly-Owned Subsidiary of Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted by hereunder (including, without limitation, any Permitted Acquisition permitted pursuant to Section 7.5 and 9.3(g)); provided that in the case of any mergermerger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, dissolution, liquidation, consolidation, investment (i) a Subsidiary Guarantor shall be the continuing or Dispositionsurviving entity or (ii) simultaneously with such transaction, the purpose of which is to effect continuing or surviving entity shall become a Disposition permitted by Subsidiary Guarantor and Borrower shall comply with Section 7.5 may be consummated8.13 in connection therewith; (f) any Investment expressly Person may merge into Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition permitted by pursuant to Section 7.7 may 9.3(g); provided that (i) in the case of a merger involving Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be structured as Borrower or such Subsidiary Guarantor and (ii) in all other cases, the continuing or surviving Person shall be Borrower or a merger, consolidation or amalgamation;Wholly-Owned Subsidiary of Borrower; and (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Asset Disposition permitted by Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution9.5.

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (ed) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (fe) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (gf) the transactions contemplated under Initial Borrower may be merged with and into the Transaction DocumentsCompany pursuant to the terms of the Acquisition Agreement; and (hg) any Restricted Immaterial Subsidiary may liquidate be dissolved or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionliquidated.

Fundamental Changes. Consummate Merge, consolidate (it being acknowledged that the term “consolidate” does not include any mergerconsolidation occurring solely pursuant to GAAP of the financial results of Turning Point with the financial results of Standard General or SDOI) or enter into any similar combination with, consolidation or amalgamationenter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind up wind‑up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Wholly‑owned Subsidiary of either Borrower may be merged, amalgamated or consolidated with or into the a Borrower (provided that the a Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly‑owned Subsidiary of either Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary the Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the such Borrower shall comply with Section 6.8 6.14 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-winding up or otherwise) to either Borrower or any other Non-Guarantor Subsidiary that is a Restricted SubsidiaryGuarantor; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (fc) any Investment expressly Wholly‑owned Subsidiary of either Borrower may merge with or into the Person such Wholly‑owned Subsidiary was formed to acquire in connection with any acquisition permitted by hereunder (including any Permitted Acquisition permitted pursuant to Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents7.3(e)); and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 orprovided that, in the case of any such businessmerger involving a Wholly‑owned Subsidiary that is a Domestic Subsidiary, discontinued, (i) a Guarantor shall be transferred tothe continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or otherwise owned surviving entity shall become a Guarantor and such Borrower shall comply with Section 6.14 in connection therewith; and (d) any Acquired Entity may be merged, amalgamated or conducted by, consolidated with or into either Borrower or any of its Subsidiaries in connection with a Loan Party after giving effect to such liquidation or dissolutionPermitted Acquisition in a manner consistent with the definition of “Acquired Entity”.

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 6.11 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (ed) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 7.05 may be consummated; (fe) any Investment expressly permitted by Section 7.7 7.02 may be structured as a merger, consolidation or amalgamation; (gf) the transactions contemplated under the Transaction Documentsany Excluded Subsidiary may be dissolved or liquidated; and (hg) any Restricted Subsidiary So long as no Default or Event of Default is continuing or would result therefrom, Holdings may liquidate or dissolve if (i) be merged with and into ▇▇▇▇▇, with ▇▇▇▇▇ being the Borrower determines surviving entity in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionmerger.

Fundamental Changes. Consummate Merge, consolidate (it being acknowledged that the term “consolidate” does not include any mergerconsolidation occurring solely pursuant to GAAP of the financial results of the Borrower with the financial results of Standard General or SDOI) or enter into any similar combination with, consolidation or amalgamationenter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind up wind‑up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Wholly‑owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly‑owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary the Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 6.14 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-winding up or otherwise) to the Borrower or any other Non-Guarantor Subsidiary that is a Restricted SubsidiaryGuarantor; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (fc) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Wholly‑owned Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous may merge with or into the Person such Wholly‑owned Subsidiary was formed to the Lenders and acquire in connection with any acquisition permitted hereunder (ii) including any Permitted Acquisition permitted pursuant to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or7.3(e)); provided that, in the case of any such businessmerger involving a Wholly‑owned Subsidiary that is a Domestic Subsidiary, discontinued, (i) a Guarantor shall be transferred tothe continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or otherwise owned surviving entity shall become a Guarantor and the Borrower shall comply with Section 6.14 in connection therewith; and (d) any Acquired Entity may be merged, amalgamated or conducted by, consolidated with or into the Borrower or any of its Subsidiaries in connection with a Loan Party after giving effect to such liquidation or dissolutionPermitted Acquisition in a manner consistent with the definition of “Acquired Entity”.

Fundamental Changes. Consummate The Borrower will not, and will not permit any mergerof its Subsidiaries to, consolidation or amalgamationmerge, or dissolve, liquidate, wind consolidate with or into another Person, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except thatexcept: (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (e) Dispositions Investment permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 10.05 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (hii) (w) any Restricted Domestic Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower may be merged, consolidated, dissolved, amalgamated or liquidated with or into the Borrower (so long as the surviving Person of such merger, consolidation, dissolution, amalgamation or liquidation is a corporation, limited liability company or limited partnership organized or existing under the laws of the United States of America, any State thereof or the District of Columbia and, if such surviving Person is not the Borrower, such Person expressly assumes, in writing, all the obligations of the Borrower under the Credit Documents pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent) or any Guarantor (so long as the surviving Person of such merger, consolidation, dissolution, amalgamation or liquidation is a Wholly-Owned Domestic Subsidiary of the Borrower, is a corporation, limited liability company or limited partnership and is not materially disadvantageous or becomes a Guarantor concurrently with such merger, consolidation or liquidation), (x) any Foreign Subsidiary of the Borrower may be merged, consolidated, dissolved, amalgamated or liquidated with or into any Wholly-Owned Foreign Subsidiary of the Borrower or any Wholly-Owned Domestic Subsidiary of the Borrower that is an Excluded Subsidiary, so long as such Wholly-Owned Foreign Subsidiary or such Excluded Subsidiary, as applicable, is the surviving corporation of such merger, consolidation, dissolution, amalgamation or liquidation and (y) any Foreign Subsidiary of the Borrower may be merged, consolidated, dissolved, amalgamated or liquidated with or into any Credit Party (so long as such Credit Party is the surviving corporation of such merger, consolidation, dissolution, amalgamation or liquidation); provided that any such merger, consolidation, dissolution, amalgamation or liquidation shall only be permitted pursuant to this clause (vii), so long as (I) no Default and no Event of Default then exists or would exist immediately after giving effect thereto and (II) any security interests granted to the Lenders and (ii) to Administrative Agent for the extent such Restricted Subsidiary is a Loan Party, any assets or business benefit of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, the Guaranteed Creditors in the case assets (and Equity Interests) of any such business, discontinued, Person subject to any such transaction shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving remain in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such liquidation merger, consolidation, amalgamation or dissolutionliquidation).

Fundamental Changes. Consummate Merge, consolidate or enter into any mergersimilar combination with, consolidation or amalgamationenter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Wholly-Owned Subsidiary of Holdings (other than the Borrower) may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly-Owned Subsidiary of Holdings (other than the Borrower) may be merged, amalgamated or consolidated with or into any Wholly-Owned Subsidiary Guarantor (provided that (x) a the Wholly-Owned Subsidiary Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Wholly- Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.8 6.14 in connection therewith); (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-winding up or otherwise) to the Borrower or any other Wholly-Owned Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets; (i) any Non-Guarantor Subsidiary that is a Restricted Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any Wholly-Owned Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any Wholly-Owned Non-Guarantor Subsidiary that is a Domestic Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Wholly-Owned Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous may merge with or into the Person such Wholly-Owned Subsidiary was formed to the Lenders and acquire in connection with any acquisition permitted hereunder (ii) including any Permitted Acquisition permitted pursuant to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or7.3(e)); provided that, in the case of any such businessmerger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, discontinued, (i) a Wholly-Owned Subsidiary Guarantor shall be transferred tothe continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or otherwise owned surviving entity shall become a Wholly-Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.14 in connection therewith; and (f) any Acquired Entity may be merged, amalgamated or conducted by, consolidated with or into the Borrower or any of its Subsidiaries in connection with a Loan Party after giving effect to such liquidation or dissolutionPermitted Acquisition in a manner consistent with the definition of “Acquired Entity”.

Fundamental Changes. Consummate Enter into any merger, consolidation consolidation, reorganization, or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of of, all or substantially all of its Property property or business, except that: (a) (i) any Restricted Subsidiary of the Borrower may be merged, consolidated or be amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or ); (iib) any Restricted Subsidiary of the Borrower may be merged, consolidated or be amalgamated or consolidated (i) with or into any other Restricted Subsidiary Guarantor of the Borrower (provided that (x) if only one party to such transaction is a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transactionGuarantor, the continuing or surviving corporation shall become be a Subsidiary Guarantor and Guarantor) or (ii) subject to Section 8.7(f) (to the Borrower shall comply with Section 6.8 in connection therewithextent applicable); (b) any Non-Guarantor Subsidiary may be merged or consolidated , with or into, or be liquidated into, into any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) to the Borrower or any Subsidiary Guarantor or, subject to Section 8.7(f) (to the extent applicable), any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (d) any Restricted Subsidiary that is not a Loan Party may (i) merge or consolidate with or into any Restricted Subsidiary that is not a Loan Party or (ii) dispose of all or substantially all of its assets (including any Disposition that is in the nature of a liquidation) to (A) another Restricted Subsidiary that is not a Loan Party or (B) to a Loan Party; (e) Dispositions permitted by Section 7.5 the Borrower and any Restricted Subsidiary may enter into any merger, dissolution, liquidation, consolidation, investment consolidation or Disposition, the purpose of which is similar transaction with another Person to effect a Disposition transaction permitted by under Section 7.5 may 8.7, provided that in the case of the Borrower, the Borrower shall be consummatedthe continuing or surviving corporation; (f) any Investment expressly permitted by Section 7.7 Immaterial Subsidiary (other than a Qualifying Subsidiary) may be structured as a merger, consolidation liquidate or amalgamationdissolve voluntarily; (g) the transactions contemplated permitted under the Transaction DocumentsSection 8.5 shall be permitted; and (h) any Unrestricted Subsidiary may merge into a Restricted Subsidiary may liquidate or dissolve if (i) in a transaction in which the Borrower determines in good faith that such liquidation or dissolution surviving entity is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such a Restricted Subsidiary is to effect a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with transaction permitted under Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution8.7.

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; provided that any such Dispositions by any Non-Guarantor Subsidiary to the Borrower or any Subsidiary Guarantor shall be for consideration not exceeding the fair market value of such assets or, to the extent such consideration exceeds the fair market value, the Excess Amount is permitted by Section 7.7(y); (d) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation;; and (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary Documents may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionconsummated.

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, except that: (a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a the Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewithcorporation); (b) any Non-Subsidiary of the Borrower that is not a Subsidiary Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, into any other Non-Guarantor Subsidiary of the Borrower that is not a Restricted Subsidiary Guarantor; provided that if one Subsidiary to such merger or consolidation is a Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the continuing or surviving corporation; (c) any Restricted Subsidiary of the Borrower may Dispose of all any or substantially all of its assets upon voluntary liquidation or otherwise (i) to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise), (ii) to any other Non-Guarantor a Subsidiary that is not a Restricted Subsidiary Guarantor if the Subsidiary making the Disposition is not a Subsidiary Guarantor; provided that any such Disposition by a Wholly Owned Subsidiary must be to a Wholly Owned Subsidiary; , or (eiii) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is pursuant to effect a Disposition permitted by Section 7.5 may be consummated6.4; (fd) any Investment expressly permitted by Section 7.7 6.7 may be structured as a merger, consolidation or amalgamation; (ge) the transactions contemplated any Subsidiary may be dissolved or liquidated so long as any Dispositions in connection with any such liquidation or dissolution are permitted under the Transaction DocumentsSection 6.3(c); and (hf) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, Permitted Restructuring Transaction shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionpermitted.

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into the a Borrower (provided that the such Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower Borrowers shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (ed) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (fe) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (gf) the transactions contemplated under the Transaction Documentsany Excluded Subsidiary may be dissolved or liquidated; and (hg) any Restricted Subsidiary So long as no Default or Event of Default is continuing or would result therefrom, Intermediate Holdings may liquidate or dissolve if (i) be merged with and into ▇▇▇▇▇, with ▇▇▇▇▇ being the Borrower determines surviving entity in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionmerger.

Fundamental Changes. Consummate any mergerMerge, consolidation or amalgamationdissolve, or liquidate, wind up consolidate with or dissolve itself (or suffer any liquidation or dissolution)into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property assets (whether now owned or businesshereafter acquired) to or in favor of any Person, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated merge with or into (i) the Borrower (Borrower; provided that (x) the Borrower shall be the continuing or surviving corporationPerson and (y) such merger does not result in the Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Restricted Subsidiaries; provided further that when any Restricted Subsidiary may be merged, amalgamated or consolidated that is not an Immaterial Subsidiary is merging with or into any another Restricted Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transactionis an Immaterial Subsidiary, the continuing or surviving corporation Person shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith)not be an Immaterial Subsidiary; (b) any Non-Guarantor Restricted Subsidiary may be merged liquidate or consolidated with dissolve or into, change its legal form (provided that (A) such transaction shall not reduce the Borrower’s direct or be liquidated into, any other Non-Guarantor Subsidiary that is a indirect share of the aggregate ordinary voting power and aggregate equity value in such Restricted Subsidiary, (B) the Borrower or Restricted Subsidiary shall comply with its obligations under Sections 6.11 and 6.13 in connection with such transaction and (C) such transaction shall have been undertaken for a valid purpose (which includes the reduction of taxes for direct or indirect owners of Equity Interests in the Borrower) and shall not be disadvantageous to the Lenders in any manner); (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise otherwise) to the Borrower or any to another Restricted Subsidiary; provided that if the transferor in such a transaction is not an Immaterial Subsidiary Guarantoror the Borrower, then (i) the transferee must either be the Borrower or a Subsidiary Guarantor that is not an Immaterial Subsidiary or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02 (other than by reason of Section 7.02(e)); (d) so long as no Default exists or would result therefrom, any Non-Guarantor Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to merge with any other Non-Guarantor Subsidiary Person in order to effect an Investment permitted pursuant to Section 7.02; provided that is the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11; (e) Dispositions permitted by Section 7.5 and so long as no Default exists or would result therefrom, the Borrower or any Restricted Subsidiary may consummate a merger, dissolution, liquidation, consolidation, investment consolidation or Disposition, the purpose of which is to effect a Disposition permitted by pursuant to Section 7.5 may be consummated;7.05; and (f) notwithstanding anything set forth in this Section 7.04, in this Agreement or in any Investment expressly permitted by Section 7.7 may be structured as a mergerother Loan Document, consolidation if any one or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) more Additional Management Agreements are entered into pursuant to which the Borrower determines Management Agreement, the Opco Management Agreement and the GVR Management Agreement are consolidated, in good faith that such liquidation each case in accordance with this Agreement, then the Borrower and the Restricted Subsidiaries may (a) dissolve IP Holdco and transfer all of its assets to the Borrower or dissolution is in otherwise cause IP Holdco to be merged into the best interest Borrower and (b) terminate any of the Borrower and is not materially disadvantageous to IP Agreements, the Lenders and (ii) to Opco IP Agreements or the extent such Restricted Subsidiary is a Loan Party, GVR IP Agreement or any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, other Affiliated IP Agreements. provided that in the case of any clauses (a), (b), (c) and (f) above, (x) the security interest of the Administrative Agent in the property of such business, discontinued, person formed by such merger or consolidation (or such Person resulting from such change in corporate form) shall be transferred to, no less favorable than the security interest of the Administrative Agent in the property of the Borrower or otherwise owned or conducted by, a Loan Party after giving effect Subsidiary prior to such liquidation merger or dissolutionconsolidation (or change in corporate form) and (y) the Guarantee by such person formed by such merger or consolidation (or such Person resulting from such change in corporate form) of the Obligations shall be no less favorable to the Lenders than the Guarantees of the Obligations of the Subsidiary prior to such merger or consolidation (or change in corporate form), in each case, as reasonably determined by the Administrative Agent.

Fundamental Changes. Consummate any mergerMerge, consolidation or amalgamationdissolve, or liquidate, wind up consolidate with or dissolve itself (or suffer any liquidation or dissolution)into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property assets (whether now owned or businesshereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary may merge with (i) any Restricted Subsidiary may be mergedthe Borrower, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) Person, or (ii) any Restricted Subsidiary may be mergedone or more other Subsidiaries, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that when any First Lien Guarantor or wholly-owned Subsidiary is merging with another Subsidiary (x) which is not a First Lien Guarantor), such First Lien Guarantor or wholly-owned Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith)Person; (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is not a Restricted SubsidiaryFirst Lien Guarantor may dissolve or liquidate; provided that the board of directors or senior management of the Borrower has determined in good faith that the dissolution or liquidation will not be detrimental to the business of the Borrower and its Subsidiaries, taken as a whole; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary the dissolution, liquidation or otherwise winding up of any Transitional Subsidiary; provided that any assets of such Transitional Subsidiary shall be transferred to the Borrower or any Subsidiary Guarantorin connection therewith; (d) Investments permitted under Section 7.02; (e) Dispositions permitted under Section 7.05; (f) the Borrower or any Non-Guarantor Subsidiary may merge with any Person as part of a Permitted Acquisition; and (g) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) ), to any other Non-Guarantor Subsidiary the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Restricted Subsidiary; (e) Dispositions permitted by Section 7.5 and any mergerFirst Lien Guarantor, dissolution, liquidation, consolidation, investment or Disposition, then the purpose of which is to effect a Disposition permitted by Section 7.5 may transferee must either be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution.another First Lien Guarantor;

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into any Restricted Subsidiary Guarantor (provided that if one of the parties to such merger, amalgamation or consolidation is a Subsidiary Guarantor, either (x) a such Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary, and any Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (hd) any Restricted Subsidiary (other than the Borrower) may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution; (e) [Intentionally Omitted]; and (f) Permitted Acquisitions permitted by Section 7.7(e) may be consummated.

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, except that: (a) any Subsidiary of Holdings (iother than BA, CA or Bidco) any Restricted Subsidiary may be merged, amalgamated merged or consolidated with or into the Borrower (i) BA or CA (provided that the Borrower BA or CA, as applicable, shall be the continuing or surviving corporation) entity and no Subsidiary of BA may merge into or be consolidated with CA pursuant to this clause (i)), (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Wholly Owned Subsidiary Guarantor (provided that (x) a the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation entity and no Subsidiary of BA may merge into or be consolidated with a Non-BA Loan Party pursuant to this clause (ii)), (iii) to the extent permitted by and subject to Section 8.8(e), (f), (m) or (y) simultaneously with such transactionn), the continuing or surviving corporation shall become any other Subsidiary of Holdings that is not a Wholly Owned Subsidiary Guarantor (provided that the aggregate fair market value of the assets of any Subsidiaries of Holdings merging or consolidating with any other Subsidiary of Holdings that is not a Wholly Owned Subsidiary Guarantor pursuant to this clause (iii) shall not exceed $25,000,000 during the term of this Agreement) or (iv) to the extent permitted by and the Borrower shall comply with subject to Section 6.8 in connection therewith8.8(e), (f), (m) or (n), any Non-BA Loan Party; (bi) any Non-Guarantor Subsidiary may be merged of Holdings (other than a BA Loan Party, CA or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (cBidco) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidationliquidation or otherwise) to BA, dissolutionCA or any Wholly Owned Subsidiary Guarantor or, winding-up to the extent permitted by and subject to Section 8.8(e), (f), (m) or (n), any other Subsidiary of Holdings that is not a Wholly Owned Subsidiary Guarantor, and (ii) any BA Loan Party (other than BA) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other BA Loan Party or, to the extent permitted by and subject to Section 8.8(e), (f), (m) or (n), to any Non-Guarantor BA Loan Party; (c) any Subsidiary of Holdings that is not a Restricted SubsidiaryLoan Party may Dispose of all or substantially all of its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary of Holdings that is not a Loan Party or (ii) to any Loan Party (other than Holdings); (d) any Subsidiary of Holdings (other than a Borrower or Bidco) may merge with another Person to effect a transaction permitted under Section 8.8; (e) Dispositions permitted by Section 7.5 and any a merger, dissolution, liquidation, consolidationconsolidation or Disposition of any Subsidiary of Holdings (other than BA, investment CA or DispositionBidco), the purpose of which is to effect transactions permitted under Section 8.5 (but only if in each case no Event of Default would be caused as a Disposition permitted by Section 7.5 may result thereof) shall be consummated;permitted; and (f) any Investment expressly permitted by Section 7.7 may be structured as a mergerSubsidiary of Holdings (other than BA, consolidation CA or amalgamation; (gBidco) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve or change its legal form if (i) the Borrower Holdings determines in good faith that such liquidation or dissolution action is in the best interest interests of the Borrower Holdings and its Subsidiaries and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionLenders.

Fundamental Changes. Consummate any mergerMerge, consolidation or amalgamationdissolve, or liquidate, wind up consolidate with or dissolve itself (or suffer any liquidation or dissolution)into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property assets (whether now owned or businesshereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary may merge with (i) any Restricted Subsidiary may be mergedthe Borrower, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or Person and (ii) any Restricted Subsidiary may be mergedSubsidiary, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (xA) a when any wholly-owned Subsidiary Guarantor is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving corporation or Person, (yB) simultaneously when any Guarantor is merging with such transactionanother Subsidiary, the continuing or surviving corporation Person shall become be a Subsidiary Guarantor and (C) if as a result thereof, the Borrower owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger shall comply with also constitute a Disposition subject to Section 6.8 in connection therewith7.05 (and must be permitted by any clause thereof other than Section 7.05(g)); (b) any Non-Guarantor Subsidiary may be merged a merger, dissolution, liquidation, consolidation or consolidated with or intoDisposition, or be liquidated into, any the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other Non-Guarantor Subsidiary that is a Restricted Subsidiarythan Section 7.05(g)(A)); (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor may effect any Permitted Acquisition or any other Investment permitted by Section 7.02(k) or (o); provided that (i) in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving Person and (ii) in any such transaction involving a Guarantor;, the continuing or surviving Person shall be a Guarantor; and (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up dissolution or otherwise) (i) to the Borrower or to a Guarantor, or (ii) if the transferor is not a Guarantor, to any other Non-Guarantor Subsidiary Subsidiary; provided in each case that if the transferor in such a transaction is a Restricted wholly-owned Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, then the purpose of which is to effect a Disposition permitted by Section 7.5 may transferee must either be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise wholly-owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionSubsidiary.

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose suspend or cease operating a substantial portion of all or substantially all the business of its Property or businessthe Loan Parties and their Restricted Subsidiaries, taken as a whole, except thatfor: (a) (i) any merger or consolidation between Guarantors, (ii) any merger or consolidation between a Guarantor and Borrower so long as Borrower is the surviving entity of any such merger or consolidation, (iii) any merger or consolidation between a Non-Guarantor Restricted Subsidiary may be mergedand a Loan Party so long as such Loan Party is the surviving entity of any such merger or consolidation, amalgamated and (iv) any merger or consolidated consolidation between Non-Guarantor Restricted Subsidiaries; (i) the liquidation or dissolution of non-operating Restricted Subsidiaries with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) nominal assets and nominal liabilities, or (ii) the liquidation or dissolution of a Guarantor so long as all of the assets (including any interest in any Capital Stock) of such liquidating or dissolving Guarantor are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Non-Guarantor Restricted Subsidiary may be mergedso long as all of the assets (including any interest in any Capital Stock) of such liquidating or dissolving Non-Guarantor Restricted Subsidiary are transferred to a Loan Party or another Non-Guarantor Restricted Subsidiary; provided that, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) respect to any Non-Guarantor Restricted Subsidiary may be merged that is not a Wholly-Owned Subsidiary, only the proportionate amount (based on ownership percentage) of assets or consolidated with Capital Stock of such liquidating or into, or be liquidated into, any other dissolving Non-Guarantor Restricted Subsidiary that is shall be required to be transferred to a Loan Party or another Non-Guarantor Restricted Subsidiary; (c) any Investment by Holdings and its Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (e) Dispositions Subsidiaries permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 8.06 may be structured as a merger, consolidation or amalgamation; provided that (i) the respective Investment continues to be permitted pursuant to the relevant clause or clauses of Section 8.06 after giving effect to the respective merger, consolidation or amalgamation, (ii) the Lien on and security interest in such property granted or to be granted in favor of the Administrative Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 7.08 and 7.10, (iii) in the case of any merger, consolidation or amalgamation or involving Borrower, Borrower shall be the surviving Person, (iv) if a Restricted Subsidiary that is a Subsidiary Guarantor is a party to such merger, consolidation or amalgamation (and Borrower is not a party thereto) and such Subsidiary Guarantor does not survive such merger, consolidation or amalgamation, (x) the surviving person shall expressly assume the obligations about the respective Subsidiary Guarantor under the Loan Documents to which it is a party pursuant to a supplement in form reasonably acceptable to the Administrative Agent (including with respect to satisfaction of customary PATRIOT Act requirements and the requirements set forth in Section 7.08), and (y) Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger, consolidation or amalgamation and such supplement to the respective Loan Documents preserves with respect to such Subsidiary Guarantor the enforceability of the Loan Documents to which its party (subject to customary assumptions, qualifications and exceptions); provided that in the case of this clause (iv), such merger, consolidation or amalgamation shall not result in the respective Subsidiary Guarantor (or the successor to such Subsidiary Guarantor as the result of such merger, consolidation or amalgamation) ceasing to be a Wholly Owned Domestic Subsidiary of Borrower, (v) if a Restricted Subsidiary that is not a Loan Party is a party to such merger, consolidation or amalgamation (and Borrower is not a party thereto), a Restricted Subsidiary shall be the continuing or surviving Person thereof and (vi) after giving effect to any transactions permitted pursuant to this clause (c) there shall be no impairment of the Guarantees or the security interests of the Collateral Agent in any portion of the Collateral (including, without limitation, as a result of the establishment of any entities which are not Guarantors and which own assets which were previously Collateral but no longer constitute same) in each case as reasonably determined by the Administrative Agent based on information furnished to it by Borrower; (d) in connection with a Permitted Acquisition, any Loan Party or any Restricted Subsidiary of a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that in the case of any such merger or consolidation to which any Loan Party is a party, such Loan Party is the surviving Person unless such merger or consolidation would otherwise be permitted pursuant to clause (iv) of the proviso in clause (c) above; (e) the merger or consolidation of Borrower or any of its Restricted Subsidiaries for the sole purpose, and with the sole material effect, of changing its state of organization within the United States (or, in the case of a Foreign Subsidiary, outside the United States if such entity’s jurisdiction was outside the United States); provided, however, that (i) in the case of any merger or consolidation involving Borrower or a Subsidiary Guarantor, Borrower or a Subsidiary Guarantor shall be the surviving Person and (ii) in the case of any merger, consolidation or amalgamation involving any other Loan Party, a Loan Party shall be the surviving corporation; (f) suspension or cessation of business permitted by this Section and or in connection with a transaction permitted under Section 8.04, (g) the transactions contemplated under the Transaction Documentsany Foreign Subsidiary that is not a Loan Party may merge into any joint venture or other Foreign Subsidiary that is not a Loan Party; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionTransactions.

Fundamental Changes. Consummate Merge, consolidate or enter into any merger, consolidation or amalgamation, similar combination with any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), ) except for any or Dispose of all or substantially all of its Property or business, except thatthe following: (a) (i) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a the Subsidiary Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 6.14 in connection therewith); (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, windingwinding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (e) Dispositions dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated7.5; (f) any Investment expressly permitted Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor if required by Section 7.7 may be structured as a merger, consolidation or amalgamation;6.14 and the Borrower shall comply with Section 6.14 in connection therewith); and (g) any Person may merge into the transactions contemplated under the Transaction DocumentsBorrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; and (h) any Restricted Subsidiary may liquidate or dissolve if provided that (i) in the case of a merger involving the Borrower determines in good faith that such liquidation or dissolution is in a Subsidiary Guarantor, the best interest of continuing or surviving Person shall be the Borrower and is not materially disadvantageous to the Lenders or such Subsidiary Guarantor and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets continuing or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, surviving Person shall be transferred to, the Borrower or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionWholly-Owned Subsidiary of the Borrower.

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), ) or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into any Restricted Subsidiary Guarantor (provided that if one of the parties to such merger, amalgamation or consolidation is a Subsidiary Guarantor, either (xA) a such Subsidiary Guarantor shall be the continuing or surviving corporation or (yB) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary, and any Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (hd) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution; (e) Permitted Acquisitions permitted by Section 7.7(e) may be consummated; and (f) the Borrower or any Restricted Subsidiary may consummate any merger or consolidation to effect a change in the state or form of organization thereof, so long as the effect of such merger, consolidation or change is not adverse to the Lenders.

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or businessbusiness (including, in each case, pursuant to a Division), except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 6.11 in connection therewith); (bii) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (diii) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (eiv) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 7.05 may be consummated; (fv) any Investment expressly permitted by Section 7.7 7.02 may be structured as a merger, consolidation or amalgamation; (gvi) any Excluded Subsidiary may be dissolved or liquidated; (vii) So long as no Default or Event of Default is continuing or would result therefrom, Holdings may be merged with and into Parent, with Parent being the transactions contemplated under the Transaction Documentssurviving entity in such merger; and (h) any Restricted Subsidiary may liquidate or dissolve if (iviii) the Borrower determines in good faith that such liquidation or dissolution is in Loan Parties may effect the best interest of ▇▇▇▇▇▇ Intellectual Property Sale, the Borrower ▇▇▇▇▇▇ Liquidation, the ▇▇▇▇▇▇ Intellectual Property Sale and is not materially disadvantageous to the Lenders and ABG IP Sale (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of the ABG IP Sale, subject in all respects to the terms and conditions of the Third Amendment) and any assignment for the benefit of creditors in any jurisdiction relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Retail Stores, LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Design Limited (provided that the Loan Parties may not assume or otherwise incur any liabilities in connection with any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, assignment for the benefit of creditors (other than any liabilities arising as a Loan Party after giving effect to such liquidation or dissolutionmatter of law)).

Fundamental Changes. Consummate any mergerMerge, consolidation or amalgamationamalgamate, or dissolve, liquidate, wind up consolidate with or dissolve itself (or suffer any liquidation or dissolution)into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property assets (whether now owned or businesshereafter acquired) to or in favor of any Person, except that: (a) (i) any Restricted Subsidiary may be mergedmerge or amalgamate with (i) the Company, amalgamated or consolidated with or into the Borrower (provided that the Borrower Company shall be the continuing or surviving corporation) Person, or (ii) any one or more other Restricted Subsidiary may be mergedSubsidiaries, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (A) when any Loan Party is merging or amalgamating with another Restricted Subsidiary, either (x) a Subsidiary Guarantor such Loan Party shall be the continuing or surviving corporation Person or (y) the aggregate book value of all assets of the Loan Parties after giving effect to such transactions (and any transactions effectuated substantially simultaneously therewith pursuant to the definition of Non-Core Asset Disposition Related Transactions or Section 7.05(d) that have the effect of transferring assets from Restricted Subsidiaries that are Loan Parties to Restricted Subsidiaries that are non-Loan Parties) constitutes 75% or more of the book value of all assets of the Company and its wholly-owned Restricted Subsidiaries on a consolidated basis as of the end of the most recently ended fiscal year for which financial statements have been delivered pursuant to Section 6.01 and (B) when any wholly-owned Restricted Subsidiary is merged or amalgamated with such transactionany non-wholly owned Restricted Subsidiary, either (x) the wholly-owned Restricted Subsidiary shall be the continuing or surviving corporation shall become Person or (y) the aggregate book value of all assets of the Loan Parties after giving effect to such transactions (and any transactions effectuated substantially simultaneously therewith pursuant to the definition of Non-Core Asset Disposition Related Transactions or Section 7.05(d) that have the effect of transferring assets from Restricted Subsidiaries that are Loan Parties to Restricted Subsidiaries that are non-Loan Parties) constitutes 75% or more of the book value of all assets of the Company and its wholly-owned Restricted Subsidiaries on a Subsidiary Guarantor and consolidated basis as of the Borrower shall comply with end of the most recently ended fiscal year for which financial statements have been delivered pursuant to Section 6.8 in connection therewith)6.01; (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) to the Company or to another Loan Party; (c) any other Non-Guarantor Restricted Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to the Company or any other Restricted Subsidiary; (ed) Dispositions permitted by Section 7.5 so long as no Default has occurred and is continuing or would result therefrom, each of the Company and any mergerof its Restricted Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, dissolutionhowever, liquidationthat in each case, consolidation, investment or Disposition, the purpose of which is to immediately after giving effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if thereto (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such businessmerger to which the Company is a party, discontinuedthe Company is the surviving Person, shall be transferred to(ii) in the case of any such merger to which any Loan Party (other than the Company) is a party, such Loan Party is the surviving Person or otherwise owned or conducted by, the surviving Person becomes a Loan Party after giving effect in accordance with the Collateral and Guarantee Requirement and Section 6.12 and (iii) in the case of any wholly-owned Restricted Subsidiary merging with a Person that is not a wholly-owned Restricted Subsidiary prior to such liquidation merger, the surviving Person shall be (or dissolutionbecome as a result thereof) a wholly-owned Restricted Subsidiary, except in the case of (ii) and (iii) above, a merger utilized to consummate a Disposition permitted by Section 7.05 (other than Section 7.05(e)); (e) the Company or any Restricted Subsidiary may merge or consolidate with any other Person solely to effect a change in the state or form of organization of the Company or such Restricted Subsidiary; and (f) the Company and its Restricted Subsidiaries may consummate any Disposition (including by way of merger) permitted by Section 7.05 (other than Section 7.05(e)(i)), Investments permitted by Section 7.03, Liens permitted by Section 7.01, and Restricted Payments permitted by Section 7.06.

Fundamental Changes. Consummate Merge, wind up, dissolve or liquidate into or consolidate with (or any mergerlocal law equivalent thereof) any Person or permit any Person to merge, consolidation or amalgamationliquidate into it, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)consummate a Division as the Dividing Person, or Dispose permit any Restricted Subsidiary of all or substantially all of its Property or businessthe Borrower to do so, except that: (a) any Domestic Subsidiary that is a Restricted Subsidiary may merge, wind up, dissolve or liquidate into or consolidate with (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the Borrower (Borrower; provided that the Borrower shall be the continuing or surviving corporation) Person of such transaction or (ii) any one or more other Domestic Subsidiaries that are Restricted Subsidiary may be mergedSubsidiaries; provided that, amalgamated if the merger, wind up, dissolution, liquidation or consolidated with or into any Subsidiary Guarantor (provided that (x) consolidation involves a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transactionGuarantor, the continuing or surviving corporation Person of such transaction shall either be such Guarantor or become a Subsidiary Guarantor and pursuant to the Borrower shall comply with terms of Section 6.8 in connection therewith)5.10; (b) any Non-Guarantor Foreign Subsidiary may be merged merge, wind up, dissolve or consolidated liquidate into or consolidate with (i) any one or into, more other Foreign Subsidiaries or be liquidated into, (ii) with any other Non-Guarantor Domestic Subsidiary that is a Restricted SubsidiarySubsidiary (provided that such Domestic Subsidiary is the continuing or surviving Person of such transaction); (c) any Restricted Subsidiary that is not a Loan Party may Dispose of all merge, wind up, dissolve or substantially all of its assets upon voluntary liquidation liquidate into or otherwise to the Borrower or consolidate with any other Restricted Subsidiary Guarantorthat is not a Loan Party; (d) any Non-Guarantor Restricted Subsidiary may Dispose of all merge, wind up, dissolve or substantially all of its assets liquidate into or consolidate with another Person to effectuate an Investment permitted under Section 6.06 (upon voluntary liquidationincluding any merger, windup, dissolution, winding-up liquidation or otherwiseconsolidation to effectuate a Permitted Acquisition) to or any Disposition permitted under Section 6.05 (other Non-Guarantor Subsidiary that is a Restricted Subsidiarythan clause (b) thereof); (e) Dispositions permitted by Section 7.5 and any mergerRestricted Subsidiary that is an LLC may consummate a Division as the Dividing Person if, dissolution, liquidation, consolidation, investment or Dispositionimmediately upon the consummation of the Division, the purpose assets of which is the applicable Dividing Person are held by one or more Loan Parties at such time, or, with respect to effect assets not so held by one or more Loan Parties, such Division, in the aggregate, would otherwise result in a Disposition permitted by Section 7.5 may be consummated;6.05 (other than clause (b) thereof); and (f) any Investment expressly permitted by Section 7.7 the Borrower and its Restricted Subsidiaries may be structured as a merger, consolidation or amalgamation; (g) effectuate the transactions contemplated under Spin-Off Transactions on the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if Closing Date to the extent (i) the Borrower determines in good faith that such liquidation or dissolution is described in the best interest of the Borrower and is not materially disadvantageous to the Lenders and Registration Statement or (ii) otherwise disclosed in writing by the Borrower to the extent such Restricted Subsidiary is a Loan Party, any assets Administrative Agent and the Lenders prior to the Closing Date and (x) filed by the Borrower with the SEC and/or (y) obtained by the Company or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionBorrower from the IRS.

Fundamental Changes. Consummate any mergerMerge, consolidation or amalgamationdissolve, or liquidate, wind up consolidate with or dissolve itself (or suffer any liquidation or dissolution)into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property assets (whether now owned or businesshereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary may merge with (i) any Restricted Subsidiary may be mergedthe Borrower, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) Person, or (ii) any Restricted Subsidiary may be mergedone or more other Subsidiaries, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person and (y) when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith)Person; (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) to any other Non-Guarantor Subsidiary the Borrower or to another Subsidiary; provided that (x) if the transferor in such a transaction is a Restricted wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary, and (y) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or another Guarantor; (c) the Borrower or any Subsidiary may Dispose of any Equity Interests to another Subsidiary or to the Borrower; provided, that (x) if the transferor in such transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary, and (y) if the transferor in such transaction is a Guarantor, then the transferee must either be the Borrower or another Guarantor; (d) any Subsidiary may merge with, or Dispose of all or substantially all of its assets to, another Person in order to consummate a Disposition permitted by Section 7.05(g); (e) Dispositions permitted by Section 7.5 and the Borrower or any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if engage in Permitted Acquisitions pursuant to and in accordance with the terms of this Agreement; and (i) any Person may merge into or consolidate with the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders any Subsidiary and (ii) to the extent such Restricted any Subsidiary is may merge into or consolidate with another Person, in each case, in connection with a Loan PartyPermitted Acquisition so long as, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, (x) in the case of any merger involving the Borrower or a Guarantor, the Borrower or such businessGuarantor, discontinuedas applicable, shall be transferred tois the surviving entity or (y) in the case of any merger involving a Subsidiary where the other Person is the surviving entity, or otherwise owned or conducted by, such Person becomes a Loan Party after giving effect to such liquidation or dissolutionGuarantor in accordance with Section 6.12.

Fundamental Changes. Consummate Merge, consolidate or enter into any mergersimilar combination with (including by division), consolidation or amalgamationenter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary the Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewithentity); (bi) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary or may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-winding up or otherwise) to to, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, or may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (d) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any Permitted Acquisition; provided that in the case of any merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, a Guarantor shall be the continuing or surviving entity; and (e) Asset Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (fother than clause (d) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionthereof).

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; provided that any such Dispositions by any Non-Guarantor Subsidiary to the Borrower or any Subsidiary Guarantor shall be for consideration not exceeding the fair market value of such assets or, to the extent such consideration exceeds the fair market value, the Excess Amount is permitted by Section 7.7(y); (d) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated;; and (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution.

Fundamental Changes. Consummate Merge, consolidate or enter into any merger, consolidation or amalgamation, similar combination with any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall will be the continuing or surviving corporationentity) or and (ii) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a the Subsidiary Guarantor shall will be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation shall entity will become a Subsidiary Guarantor and the Borrower shall will comply with Section 6.8 7.13 in connection therewith); (b) (i) any Non-Guarantor Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any non Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated into, any Subsidiary of the Borrower (provided that if any party to such merger, amalgamation or consolidation is a Restricted Domestic Subsidiary, the Domestic Subsidiary will be the continuing or surviving entity; provided further, that if any party to such merger, amalgamation or consolidated is a Material First Tier Foreign Subsidiary, the Material First Tier Foreign Subsidiary will be the continuing or surviving entity); (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, windingwinding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition will not exceed the fair value of such assets; (i) any Non-Guarantor Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (e) Dispositions dispositions permitted by pursuant to Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated8.5; (f) any Investment expressly permitted by Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor will be the continuing or surviving entity, or (ii) simultaneously with such transaction, the continuing or surviving entity will become a Subsidiary Guarantor and the Borrower will comply with Section 7.7 may be structured as a merger, consolidation or amalgamation;7.13 in connection therewith; and (g) any Person may merge into the transactions contemplated under the Transaction DocumentsBorrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; and (h) any Restricted Subsidiary may liquidate or dissolve if provided that (i) in the case of a merger involving the Borrower determines in good faith that such liquidation or dissolution is in a Subsidiary Guarantor, the best interest of continuing or surviving Person will be the Borrower and is not materially disadvantageous to the Lenders or such Subsidiary Guarantor, and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such businessa merger involving the Borrower or a Wholly-Owned Subsidiary of the Borrower (other than a Subsidiary Guarantor), discontinued, shall the continuing or surviving Person will be transferred to, the Borrower or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionWholly-Owned Subsidiary of the Borrower.

Fundamental Changes. Consummate No Credit Party shall, nor shall it permit any mergerof itsSection 8.8 Subsidiaries to, consolidation or amalgamationdissolve, or liquidate, wind up merge or dissolve itself (consolidate with or suffer any liquidation or dissolution)into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property assets (whether now owned or businesshereafter acquired) to or in favor of any Person, except that: , so long as no Default exists or would result therefrom (a) subject to Section 8.12): (i) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or or(a) consolidated with or into the Borrower (provided that so long as the Borrower shall be is the continuing or surviving corporation) or entity and (ii) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary so long as the Guarantor shall be the continuing or surviving corporation entity, or (y) simultaneously with such transaction, transaction the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower and such Guarantor (and each other relevant Credit Party) shall otherwise comply with Section 6.8 7.11 in connection therewith); ; (bi) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged,(b) amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) ; any Restricted Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation voluntary(c) liquidation, dissolution, winding up or otherwise otherwise) to the Borrower or any Subsidiary Guarantor; , provided that, with respect to any such Disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (di) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose dispose of all or(d) substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (e) Dispositions permitted by Section 7.5 and ; any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Wholly-Owned Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous may merge with or into the Person such(e) Wholly-Owned Subsidiary was formed to the Lenders and acquire in connection with any acquisition permitted hereunder (ii) to the extent such Restricted Subsidiary is a Loan Partyincluding any Permitted Acquisition), any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, provided that in the case of any such businessmerger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, discontinued, (i) a Guarantor shall be transferred tothe continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or otherwise owned surviving entity shall become a Guarantor and the Borrower and such Guarantor (and each other relevant Credit Party) shall comply with Section 7.11 in connection therewith; any Person may merge into the Borrower or conducted byany of its Wholly-Owned Subsidiaries in(f) connection with a Permitted Acquisition, provided that (i) in the case of a Loan Party after giving effect to merger involving the Borrower or a Guarantor, the continuing or surviving Person shall be the Borrower or such liquidation Guarantor and (ii) the continuing or dissolution.surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower; and any Subsidiary that has no (or only de minimis) assets or operations at such time, and(g) owns no other Subsidiary (unless such other Subsidiary also has no (or only de minimis) assets or operations as such time) may be disposed, liquidated, dissolved, wound down or merged with and into any other Subsidiary (with such other Subsidiary being the surviving entity). 105 130164155_5 142964982_4

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary of the US Borrower (other than the CDN Borrower) may be merged, amalgamated or consolidated with or into the US Borrower (provided provided, that the US Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any US Subsidiary Guarantor (provided provided, that (xA) a such US Subsidiary Guarantor shall be the continuing or surviving corporation or (yB) simultaneously with such transaction, the continuing or surviving corporation shall become a US Subsidiary Guarantor and the US Borrower shall comply with Section 6.8 in connection therewith) and (ii) any Foreign Subsidiary (other than the CDN Borrower) may be merged, amalgamated or consolidated with or into the CDN Borrower (provided, that the CDN Borrower shall be, if applicable, the continuing or surviving corporation) or with or into any CDN Subsidiary Guarantor (provided, that simultaneously with such transaction, the continuing or surviving corporation, if applicable, shall become a CDN Subsidiary Guarantor and the US Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (ci) any Restricted Subsidiary of the US Borrower (other than the CDN Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise otherwise) to the US Borrower or any US Subsidiary Guarantor; Guarantor and (dii) any Non-Guarantor Foreign Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidationliquidation or otherwise) to the CDN Borrower or any CDN Subsidiary Guarantor; provided, dissolutionthat, windingwith respect to any such Dispositions (x) by any Non-up Guarantor Subsidiary to any Loan Party, or by any CDN Loan Party to any US Loan Party, and (y) for consideration in excess of the fair value of such assets (such Excess, the "Excess Amount"), the sum of, without duplication, (A) the aggregate amount of all such Excess Amounts, (B) the aggregate book value of all Property transferred pursuant to Section 7.5(h), (C) the aggregate amount of all Differential Amounts in respect of Dispositions made pursuant to Section 7.5(l) and (D) the aggregate amount of all Investments made pursuant to Sections 7.8(h) and 7.8(r), shall not exceed 5% of consolidated total assets of the US Borrower (at the time of any transfer giving rise to any such amount or any such Investment) while this Agreement is in effect; (d) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Non-Guarantor Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 7.8 may be structured as a merger, consolidation or amalgamation;; and (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary Company Reorganization may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionconsummated.

Fundamental Changes. Consummate No Credit Party shall, nor shall it permit any mergerof its Subsidiaries to, consolidation or amalgamationdissolve, or liquidate, wind up merge or dissolve itself (consolidate with or suffer any liquidation or dissolution)into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property assets (whether now owned or businesshereafter acquired) to or in favor of any Person, except that: , so long as no Default exists or would result therefrom (subject to Section 8.12): (a) (i) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that so long as the Borrower shall be is the continuing or surviving corporation) or entity and (ii) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary so long as the Guarantor shall be the continuing or surviving corporation entity, or (y) simultaneously with such transaction, transaction the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower and such Guarantor (and each other relevant Credit Party) shall otherwise comply with Section 6.8 7.11 in connection therewith; (b); (bi) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; ; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, windingwinding up or otherwise) to the Borrower or any Guarantor, provided that, with respect to any such Disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (d) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; ; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Wholly-Owned Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous may merge with or into the Person such Wholly-Owned Subsidiary was formed to the Lenders and acquire in connection with any acquisition permitted hereunder (ii) to the extent such Restricted Subsidiary is a Loan Partyincluding any Permitted Acquisition), any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, provided that in the case of any such businessmerger involving a Wholly- Owned Subsidiary that is a Domestic Subsidiary, discontinued, (i) a Guarantor shall be transferred tothe continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or otherwise owned surviving entity shall become a Guarantor and the Borrower and such Guarantor (and each other relevant Credit Party) shall comply with Section 7.11 in connection therewith; (f) any Person may merge into the Borrower or conducted byany of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition, provided that (i) in the case of a Loan Party after giving effect to merger involving the Borrower or a Guarantor, the continuing or surviving Person shall be the Borrower or such liquidation Guarantor and (ii) the continuing or dissolution.surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower; and

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into the Borrower (provided provided, that the Borrower (including any Successor Borrower pursuant to the last paragraph of this Section 7.4) shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into any Restricted Subsidiary Guarantor (provided provided, that if one of the parties to such merger, amalgamation or consolidation is a Subsidiary Guarantor, either (x) a such Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary that is a Foreign Subsidiary or FSHCO may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary that is a Foreign Subsidiary or FSHCO may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any Loan Party or to any other Non-Guarantor Subsidiary, and any Non-Guarantor Subsidiary that is a Domestic Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation dissolution, winding-up or otherwise) to any Loan Party or to any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (hd) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 (or, in the case of any such business, discontinued), shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution; (e) any Subsidiary Guarantor may (i) merge, amalgamate or consolidate with or into any other Subsidiary Guarantor, (ii) merge, amalgamate or consolidate with or into any Non-Guarantor Subsidiary; provided, that if such Subsidiary Guarantor is not the surviving entity, such merger, amalgamation or consolidation shall be deemed to be an “Investment” permitted to be made pursuant to Section 7.7 and (iii) Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Subsidiary Guarantor; and (f) any merger, amalgamation, dissolution, liquidation or consolidation or Disposition of all or substantially all of the Property or business of a Group Member, the purpose of which is to effect (i) any Disposition permitted under Section 7.5 (other than in reliance on clause (c) thereof), (ii) any Investment permitted under Section 7.7 (other than in reliance on clause (k) thereof), (iii) any merger permitted by the last paragraph of Section 7.11 or (iv)(A) the conversion of the Borrower or any Restricted Subsidiary into another form of entity or (B) any reorganization or reincorporation of (1) the Borrower or any Domestic Subsidiary in another jurisdiction in the United States or (2) any Foreign Subsidiary in the United States or any other jurisdiction; provided, that in the case of this clause (v), (x) no Event of Default has occurred and is continuing or would result therefrom, (y) such conversion, reorganization or reincorporation does not adversely affect the aggregate value of the guarantee of the Secured Obligations or the Collateral or the Secured Parties’ rights and remedies (taken as a whole) under the Loan Documents (in each case, as reasonably determined by the Borrower in consultation with the Administrative Agent) and (z) if reasonably requested by the Administrative Agent, customary legal opinions, authorizing resolutions and other corporate documents as reasonably requested by the Agents shall have been delivered to the Administrative Agent. Notwithstanding anything herein to the contrary, the Borrower may merge or consolidate with or into any other Person other than Holdings so long as: (i) the Borrower shall be the continuing or surviving corporation or, in the case of a merger or consolidation in which the Borrower is not the continuing or surviving Person, the Person formed by or surviving any such merger 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 (the Borrower or such other Person, as the case may be, being herein referred to as the “Successor Borrower”), (ii) the Successor Borrower (if other than the 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, (iii) no Event of Default has occurred and is continuing at the date of such merger or consolidation or would result from such merger or consolidation, (iv) Holdings and each Subsidiary Guarantor, unless such Subsidiary Guarantor is the other party to such merger or consolidation, shall have by a supplement to the Guarantee and Collateral Agreement in form reasonably satisfactory to the Administrative Agent confirmed that its obligation under the Guarantee and Collateral Agreement shall apply to the Successor Borrower’s obligations under this Agreement, (v) the Successor Borrower shall, immediately following such merger or consolidation, directly or indirectly own all Subsidiaries owned by the Borrower immediately prior to such merger or consolidation (together with any Subsidiaries acquired by it pursuant to such merger or consolidation), (vi) the Secured Parties’ rights and remedies under the Loan Documents, including their rights and remedies with respect to any Collateral owned by the Successor Borrower, and the Successor Borrower’s obligations under the Guarantee and Collateral Agreement will not be impaired in any manner as a result of such merger or consolidation and, (vii) if reasonably requested by the Administrative Agent, customary legal opinions, authorizing resolutions and other corporate documents as reasonably requested by the Agents shall be required to be provided; provided, that if the foregoing are satisfied, the Successor Borrower (if other than the existing Borrower) will succeed to, and be substituted for, the Borrower under this Agreement provided, further, that the Borrower agrees to provide any documentation and other information regarding the Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Fundamental Changes. Consummate any mergerMerge, consolidation consolidate or amalgamationamalgamate, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the Borrower (or any of its Subsidiaries may merge or consolidate with any Person; provided that (A) in the case of any merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving corporation; (B) in the case of any merger or (ii) any Restricted Subsidiary may be mergedconsolidation involving a Material Group Member, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor the surviving entity shall be a Material Group Member; and (C) in the continuing case of any merger or surviving corporation or (y) simultaneously with such transactionconsolidation involving a Broker-Dealer Subsidiary, the continuing or surviving corporation entity shall become be a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith)Broker-Dealer Subsidiary; (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (i) to the Borrower or any Subsidiary; provided that (A) in the case of any such Disposition by any Material Group Member, the transferee entity shall be a Material Group Member and (B) in the case of any such Disposition by any Broker-Dealer Subsidiary, the transferee entity shall be a Broker-Dealer Subsidiary, (ii) to the Borrower or any Guarantor (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) or (iii) pursuant to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated6.5; (fc) any Investment expressly permitted by Section 7.7 6.8 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (hd) any Restricted Subsidiary of the Borrower may liquidate or dissolve or change its legal form if (i) the Borrower determines in good faith that such liquidation or dissolution or change in legal form is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionLenders.

Fundamental Changes. Consummate Merge, consolidate or enter into any mergersimilar combination with, consolidation or amalgamationenter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a the Subsidiary Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 8.14 in connection therewith);; Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, windingwinding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (e) Dispositions any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted by hereunder (including, without limitation, any Permitted Acquisition permitted pursuant to Section 7.5 and 9.3(g)); provided that in the case of any mergermerger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, dissolution, liquidation, consolidation, investment (i) a Subsidiary Guarantor shall be the continuing or Dispositionsurviving entity or (ii) simultaneously with such transaction, the purpose of which is to effect continuing or surviving entity shall become a Disposition permitted by Subsidiary Guarantor and the Borrower shall comply with Section 7.5 may be consummated;8.14 in connection therewith; and (f) any Investment expressly Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition permitted by pursuant to Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents9.3(g); and (h) any Restricted Subsidiary may liquidate or dissolve if provided that (i) in the case of a merger involving the Borrower determines in good faith that such liquidation or dissolution is in a Subsidiary Guarantor, the best interest of continuing or surviving Person shall be the Borrower and is not materially disadvantageous to the Lenders or such Subsidiary Guarantor and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets continuing or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, surviving Person shall be transferred to, the Borrower or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionWholly-Owned Subsidiary of the Borrower.

Fundamental Changes. Consummate Merge, consolidate, amalgamate or enter into any mergersimilar combination with, consolidation or amalgamationenter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into into, or be liquidated into, the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or entity), (ii) any Restricted Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into into, or be liquidated into, any Subsidiary Guarantor (provided that (x) a the Subsidiary Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 9.13 in connection therewith)) and (iii) any Wholly-Owned Subsidiary of the Borrower formed to issue the 2017 Senior Notes prior to the Closing Date may be merged, amalgamated or consolidated with or into the Borrower on the Closing Date; (b) any Non-Guarantor Subsidiary Credit Party may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted SubsidiaryCredit Party; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (by sale or transfer or upon voluntary liquidation, dissolution, windingwinding up or otherwise) to the Borrower or any Subsidiary Guarantor (provided that the consideration for such disposition shall not exceed the fair value of such assets); (d) any Non-Credit Party may dispose of all or substantially all of its assets (by sale or transfer or upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted SubsidiaryCredit Party; (e) Dispositions any Wholly-Owned Subsidiary of the Borrower formed to effect any acquisition permitted by hereunder may merge, amalgamate or consolidate with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with such acquisition (including, without limitation, any Permitted Acquisition permitted pursuant to Section 7.5 and 10.3(g)); provided that in the case of any mergermerger involving a Wholly-Owned Subsidiary that is a Credit Party, dissolution, liquidation, consolidation, investment (A) a Subsidiary Guarantor shall be the continuing or Dispositionsurviving entity or (B) simultaneously with such transaction, the purpose of which is to effect continuing or surviving entity shall become a Disposition permitted by Subsidiary Guarantor and the Borrower shall comply with Section 7.5 may be consummated9.13 in connection therewith; (f) any Investment expressly Person (other than the Restricted Subsidiaries of the Borrower) may merge, amalgamate or consolidate into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition permitted by pursuant to Section 7.7 may be structured as 10.3(g); provided that in the case of a merger, amalgamation or consolidation involving the Borrower or amalgamationa Subsidiary Guarantor, as applicable, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor, as applicable, and the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary thereof; (g) any Asset Disposition permitted under Section 10.5 (other than Asset Dispositions consisting of all or substantially all of the transactions contemplated under assets of the Transaction DocumentsBorrower and its Restricted Subsidiaries), but only to the extent that such transaction was permitted without reference to this clause (g); and (h) any Restricted Subsidiary may liquidate merger, amalgamation or dissolve if (i) consolidation necessary to consummate the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionTransactions.

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or businessbusiness (including, in each case, pursuant to a Division), except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 6.11 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (ed) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 7.05 may be consummated; (fe) any Investment expressly permitted by Section 7.7 7.02 may be structured as a merger, consolidation or amalgamation; (gf) the transactions contemplated under the Transaction Documentsany Excluded Subsidiary may be dissolved or liquidated; and (hg) any Restricted Subsidiary so long as no Default or Event of Default is continuing or would result therefrom, Holdings may liquidate or dissolve if (i) be merged with and into Parent, with Parent being the Borrower determines surviving entity in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionmerger.

Fundamental Changes. Consummate Merge, consolidate or enter into any mergersimilar combination with, consolidation or amalgamationenter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary the Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewithentity); (bi) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary or may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-winding up or otherwise) to to, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, or may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (d) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any Permitted Acquisition; provided that in the case of any merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, a Guarantor shall be the continuing or surviving entity; and (e) Asset Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (fother than clause (d) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionthereof).

Fundamental Changes. Consummate Merge, consolidate or enter into any merger, consolidation or amalgamation, similar combination with (including by division) any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into into, or be liquidated or dissolved into, the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into into, or be liquidated or dissolved into, any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 8.14 in connection therewiththerewith within the time period specified therein, in each case, to the extent required to do so); (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, windingwinding up, division or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-up Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up, division or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up, division or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (e) Asset Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated;9.5 (other than clause (b) thereof); and (f) any Investment expressly permitted by Section 7.7 Person may be structured as merge with or into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction DocumentsPermitted Acquisition; and (h) any Restricted Subsidiary may liquidate or dissolve if provided that (i) in the case of a merger involving the Borrower determines in good faith that such liquidation or dissolution is in a Subsidiary Guarantor, the best interest of continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor (or the continuing or surviving Person shall become a Subsidiary Guarantor and is not materially disadvantageous the Borrower shall comply with Section 8.14 in connection therewith within the time period specified therein, in each case, to the Lenders extent required to do so) and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets continuing or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, surviving Person shall be transferred to, the Borrower or otherwise owned be or conducted by, become a Loan Party after giving effect to such liquidation or dissolutionWholly-Owned Subsidiary of the Borrower.

Fundamental Changes. Consummate any mergerMerge, consolidation or amalgamationamalgamate, or dissolve, liquidate, wind up consolidate with or dissolve itself (or suffer any liquidation or dissolution)into another Person, or Dispose of all (whether in one transaction or substantially all in a series of its Property or business, except that: (atransactions) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation (whether now owned or otherwise hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) the Borrower Borrowers or any Subsidiary of the Restricted Subsidiaries may merge or amalgamate with any other Restricted Subsidiaries or any other Person; provided, that (i) if any of such Subsidiaries is a Guarantor, a Guarantor shall be the surviving Person, and if a Borrower is a party thereto, such Borrower shall be the surviving Person, and (ii) the US Borrower and the Canadian Borrower may not merge or amalgamate into each other; (db) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) to a Borrower or to another Guarantor; (c) any other Non-Guarantor Subsidiary that is not a Loan Party may Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Borrower or any Subsidiary that is a Restricted SubsidiaryLoan Party; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (fd) any Investment expressly permitted by Section 7.7 Subsidiary (other than the Canadian Borrower) may be structured as a mergerliquidate, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate wind up or dissolve if (i) the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interest interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders and all of the assets of such Subsidiary are transferred to another Restricted Subsidiary; and (iie) to the extent such a Restricted Subsidiary is may enter into Dispositions permitted by Section 7.05 and a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect whose Equity Interests are sold pursuant to such liquidation or dissolutiona Disposition may enter into mergers, consolidations and amalgamations to facilitate such Dispositions.

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, except that: (a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any other Subsidiary Guarantor (provided that (x) when a Subsidiary that is not a Subsidiary Guarantor shall be the continuing is merging or surviving corporation or (y) simultaneously consolidating with such transactiona Subsidiary Guarantor, the continuing or surviving corporation shall become be a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewithGuarantor); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) (i) to the Borrower or any other Non-Guarantor Restricted Subsidiary (upon voluntary liquidation or otherwise) (provided that when a Subsidiary that is a Restricted Subsidiary Guarantor is so Disposing of all or substantially of its assets to another Subsidiary; , such other Subsidiary must be a Subsidiary Guarantor) or (eii) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is pursuant to effect a Disposition permitted by Section 7.5 may be consummated7.5; (fc) any Restricted Subsidiary may liquidate or dissolve or change its legal form if Holdings or the Borrower, as the case may be, determines in good faith that such action is in the best interests of Holdings or the Borrower and the Subsidiaries and is not disadvantageous to the Lenders in any material respect; Table of Contents (d) any Investment expressly permitted by Section 7.7 7.8 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if provided that (i) if the Borrower determines in good faith that continuing or surviving Person is a Restricted Subsidiary, such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and Restricted Subsidiary shall have complied with its obligations under Section 6.10, (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any a transaction, the purpose of which is a Subsidiary Redesignation or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such business, discontinued, transaction shall be transferred toconsummated in compliance with Section 7.8, and (iii) if the Borrower is a party thereto, the Borrower shall be the continuing or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution.surviving Person; and

Fundamental Changes. Consummate Merge, consolidate or enter into any merger, consolidation or amalgamation, similar combination with any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary the Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower Loan Parties shall comply with Section 6.8 6.14 in connection therewith); (b) (i) any Non-Guarantor Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Foreign Subsidiary and (ii) any Domestic Subsidiary that is not a Restricted SubsidiaryGuarantor may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Domestic Subsidiary that is not a Guarantor; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-winding up or otherwise) to the Borrower or any Guarantor; provided that, with respect to any such disposition by any Restricted Subsidiary that is not a Guarantor, the consideration for such disposition shall not exceed the fair market value of such assets; (i) any Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Restricted Subsidiary that is not a Restricted SubsidiaryGuarantor and (ii) any Domestic Subsidiary that is not a Guarantor may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Domestic Subsidiary that is not a Guarantor; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated7.05; (f) any Investment expressly permitted by Section 7.7 7.02 may be structured as as, or consummated pursuant to, a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith provided, that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such businessmerger, discontinuedconsolidation or amalgamation of (i) the Borrower, the Borrower shall be transferred tothe continuing, surviving or otherwise owned resulting entity or conducted by(ii) any other Loan Party, the surviving, continuing or resulting legal entity of such merger, consolidation or amalgamation is a Loan Party (or substantially simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Guarantor) and, in all cases, such Loan Parties shall comply with Section 6.14 in connection therewith; or (g) any Restricted Subsidiary may liquidate, wind-up or dissolve itself after giving effect to such liquidation having disposed of all or dissolutionsubstantially all of its assets in a transaction permitted by another clause of this Section 7.04.

Fundamental Changes. Consummate any mergerMerge, consolidation consolidate with or amalgamationinto, or liquidateconvey, wind up transfer, lease or dissolve itself otherwise dispose of (whether in one transaction or suffer any liquidation or dissolution), or Dispose in a series of related transactions) all or substantially all of its Property assets, or businessall or substantially all of the equity interests of any Restricted Subsidiary (whether now owned or hereafter acquired) to or in favor of any Person, or liquidate or dissolve, or permit any Restricted Subsidiary to issue any equity interests, except that, so long as no Default or Event of Default exists or would result therefrom: (a) (i) any Restricted Subsidiary may be mergedmerge with (i) the Borrower, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) Person, or (ii) any one or more Restricted Subsidiary may be mergedSubsidiaries, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a when any wholly-owned Subsidiary Guarantor is merging with another Restricted Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith)Person; (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of sell all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary another Restricted Subsidiary; provided that if the seller in such a transaction is a wholly-owned Restricted Subsidiary, then the purchaser must also be a wholly-owned Restricted Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (hc) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan PartyGuarantor, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, Guarantor shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution; (d) the Borrower or any Restricted Subsidiary may make any Investment permitted by Section 7.2 (other than Section 7.2(f)); (e) the Borrower or any Restricted Subsidiary may make any Disposition permitted by Section 7.5 (other than Section 7.5(d)); and (f) any Restricted Subsidiary may issue equity interests to the Borrower or other Restricted Subsidiary; provided that a wholly-owned Restricted Subsidiary may only issue equity interests to the Borrower or another wholly-owned Restricted Subsidiary; provided, however, each Guarantor shall remain a wholly-owned Subsidiary of the Borrower.

Fundamental Changes. Consummate any mergerMerge, consolidation or amalgamationamalgamate, or dissolve, liquidate, wind up consolidate with or dissolve itself (or suffer any liquidation or dissolution)into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property assets (whether now owned or businesshereafter acquired) to or in favor of any Person, except that: (a) (i) any Restricted Subsidiary may be mergedmerge or amalgamate with (i) the Company, amalgamated or consolidated with or into the Borrower (provided that the Borrower Company shall be the continuing or surviving corporation) Person, or (ii) any one or more other Restricted Subsidiary may be mergedSubsidiaries, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (A) when any Loan Party is merging or amalgamating with another Restricted Subsidiary, either (x) a Subsidiary Guarantor such Loan Party shall be the continuing or surviving corporation Person or (y) the aggregate book value of all assets of the Loan Parties after giving effect to such transactions (and any transactions effectuated substantially simultaneously therewith pursuant to the definition of Non-Core Asset Disposition Related Transactions or Section 7.05(d) that have the effect of transferring assets from Restricted Subsidiaries that are Loan Parties to Restricted Subsidiaries that are non-Loan Parties) constitutes 75% or more of the book value of all assets of the Company and its wholly-owned Restricted Subsidiaries on a consolidated basis as of the end of the most recently ended fiscal year for which financial statements have been delivered pursuant to Section 6.01 and (B) when any wholly-owned Restricted Subsidiary is merged or amalgamated with such transactionany non-wholly owned Restricted Subsidiary, either (x) the wholly-owned Restricted Subsidiary shall be the continuing or surviving corporation shall become Person or (y) the aggregate book value of all assets of the Loan Parties after giving effect to such transactions (and any transactions effectuated substantially simultaneously therewith pursuant to the definition of Non-Core Asset Disposition Related Transactions or Section 7.05(d) that have the effect of transferring assets from Restricted Subsidiaries that are Loan Parties to Restricted Subsidiaries that are non-Loan Parties) constitutes 75% or more of the book value of all assets of the Company and its wholly-owned Restricted Subsidiaries on a Subsidiary Guarantor and consolidated basis as of the Borrower shall comply with end of the most recently ended fiscal year for which financial statements have been delivered pursuant to Section 6.8 in connection therewith)6.01; (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) to the Company or to another Loan Party; (c) any other Non-Guarantor Restricted Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to the Company or any other Restricted Subsidiary; (ed) Dispositions permitted by Section 7.5 so long as no Default has occurred and is continuing or would result therefrom, each of the Company and any mergerof its Restricted Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, dissolutionhowever, liquidationthat in each case, consolidation, investment or Disposition, the purpose of which is to immediately after giving effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if thereto (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such businessmerger to which the Company is a party, discontinuedthe Company is the surviving Person, shall be transferred to(ii) in the case of any such merger to which any Loan Party (other than the Company) is a party, such Loan Party is the surviving Person or otherwise owned or conducted by, the surviving Person becomes a Loan Party after giving effect in accordance with the Collateral and Guarantee Requirement and Section 6.12 and (iii) in the case of any wholly-owned Restricted Subsidiary merging with a Person that is not a wholly-owned Restricted Subsidiary prior to such liquidation merger, the surviving Person shall be (or dissolutionbecome as a result thereof) a wholly-owned Restricted Subsidiary, except in the case of (ii) and (iii) above, a merger utilized to consummate a Disposition permitted by Section 7.05 (other than Section 7.05(e)); (e) the Company or any Restricted Subsidiary may merge or consolidate with any other Person solely to effect a change in the state or form of organization of the Company or such Restricted Subsidiary; and (f) the Company and its Restricted Subsidiaries may consummate any Disposition (including by way of merger) permitted by Section 7.05 (other than Section 7.05(e)(i))., Investments permitted by Section 7.03, Liens permitted by Section 7.01, and Restricted Payments permitted by Section 7.06.

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, except that: (a) (i) any Restricted Subsidiary may be merged, consolidated or amalgamated or consolidated with or into the Borrower Company (provided that the Borrower Company shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any other Restricted Subsidiary Guarantor (provided that (x) if either Restricted Subsidiary is a Subsidiary Guarantor or Wholly Owned Subsidiary, the survivor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewithor a Wholly Owned Subsidiary, as applicable); (b) any Non-Guarantor Subsidiary Person may be merged merged, consolidated or consolidated amalgamated with or intointo any Group Member in order to effect an acquisition (provided that if the Company is party to the merger, consolidation or amalgamation and the Company shall not be liquidated intothe continuing or surviving corporation, any other Non-Guarantor Subsidiary that is a Restricted Subsidiarysuch surviving corporation shall be formed under the laws of the United States); (c) any Restricted Subsidiary may Dispose of all any or substantially all of its assets (i) to the Company or any Wholly Owned Subsidiary Guarantor (upon voluntary liquidation or otherwise otherwise) or (ii) pursuant to the Borrower or any Subsidiary Guarantora Disposition permitted by Section 7.5; (d) any Non-Guarantor Restricted Subsidiary may Dispose of all be liquidated, wound up or substantially all of its assets (upon voluntary dissolved if such liquidation, dissolution, winding-winding up or otherwise) dissolution is not materially disadvantageous to any other Non-Guarantor the Lenders, provided that if such Restricted Subsidiary that is a Restricted Subsidiary;Subsidiary Guarantor any liquidation, winding up or dissolution thereof shall be into a Borrower or a Subsidiary Guarantor; and (e) Dispositions permitted by Section 7.5 and any mergerRestricted Subsidiary may be merged, dissolution, liquidation, consolidation, investment consolidated or Disposition, the purpose of which is amalgamated with or into another Person to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution7.5.

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or Division (or similar transaction), or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, or division or similar transaction except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 6.11 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (ed) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 7.05 may be consummated; (fe) any Investment expressly permitted by Section 7.7 7.02 may be structured as a merger, consolidation or amalgamation; (f) any Excluded Subsidiary may be dissolved or liquidated; (g) So long as no Default or Event of Default is continuing or would result therefrom, Holdings may be merged with and into Parent, with Parent being the transactions contemplated under the Transaction Documentssurviving entity in such merger; and (h) any Restricted Subsidiary the Loan Parties may liquidate or dissolve if effect the ▇▇▇▇▇▇ Intellectual Property Sale, the ▇▇▇▇▇▇ Liquidation, the ▇▇▇▇▇▇ Intellectual Property Sale and the ABG IP Sale (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of the ABG IP Sale, subject in all respects to the terms and conditions of the Second Amendment) and any assignment for the benefit of creditors in any jurisdiction relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Retail Stores, LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Design Limited (provided that the Loan Parties may not assume or otherwise incur any liabilities in connection with any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, assignment for the benefit of creditors (other than any liabilities arising as a Loan Party after giving effect to such liquidation or dissolutionmatter of law)).

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of of, all or substantially all of its Property property or business, except thatthat so long as no Event of Default exists or would result therefrom: (a) (i) any Restricted Subsidiary of the Borrowers may be merged, amalgamated merged or consolidated with or into the Borrower TMP (provided that the Borrower TMP shall be the continuing or surviving corporationPerson) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a the Subsidiary Guarantor shall be the continuing or surviving corporation corporation) or, subject to Section 8.8(k) and excluding any Subsidiary Guarantor, with or (y) simultaneously with such transactioninto any Foreign Subsidiary or Non-Guarantor Subsidiary; notwithstanding the foregoing, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other another Non-Guarantor Subsidiary without limitation and any Borrower may be merged or consolidated with or into TMP (provided that is a Restricted SubsidiaryTMP shall be the continuing or surviving Person); (cb) any Restricted Subsidiary of TMP may Dispose of all any or substantially all of its assets (upon voluntary liquidation or otherwise otherwise) to the Borrower TMP or any Subsidiary Guarantor or, subject to Section 8.8(k) and excluding any Subsidiary Guarantor; (d) , any Non-Guarantor Subsidiary; notwithstanding the foregoing, any Non-Guarantor Subsidiary may Dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) to any other another Non-Guarantor Subsidiary that is without limitation; (c) any Subsidiary may liquidate, wind up or dissolve after the Disposition of all of its assets as set forth in Section 8.4(b); (d) any Borrower or Subsidiary may enter into a Restricted SubsidiaryPermitted Acquisition; (e) Dispositions permitted by Section 7.5 and any mergerTMP may merge into a wholly-owned Domestic Subsidiary solely for purposes of changing its name to Monster Worldwide, dissolutionInc., liquidation, consolidation, investment or Disposition, provided that TMP is the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated;surviving corporation; and (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Foreign Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith merge into a UK Borrower, provided that such liquidation or dissolution UK Borrower is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionsurviving corporation.

Fundamental Changes. Consummate Merge, consolidate or enter into any mergersimilar combination with, consolidation or amalgamationenter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a the Subsidiary Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 8.13 in connection therewith); (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Restricted Subsidiary of Holdings (other than the Borrower) may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, windingwinding up or otherwise) to the Borrower or any other Credit Party; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (e) Dispositions any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted by hereunder (including any Permitted Acquisition permitted pursuant to Section 7.5 and 9.3(g)); provided that (i) in the case of any mergermerger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, dissolution, liquidation, consolidation, investment (x) a Subsidiary Guarantor shall be the continuing or Dispositionsurviving entity or (y) simultaneously with such transaction, the purpose continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 8.13 in connection therewith and (ii) in the case of which any merger involving a Wholly-Owned Subsidiary that is to effect a Disposition permitted by Pledged Foreign Subsidiary, (x) the Pledged Foreign Subsidiary shall be the continuing or surviving entity or (y) simultaneously with such transaction, the continuing or surviving entity shall become a Pledged Foreign Subsidiary and the Borrower shall comply with Section 7.5 may be consummated8.13 in connection therewith; (f) any Investment expressly Person may merge into the Borrower or any of the Borrower’s Wholly-Owned Subsidiaries in connection with a Permitted Acquisition permitted by pursuant to Section 7.7 may 9.3(g); provided that in the case of a merger involving Holdings, the Borrower, a Subsidiary Guarantor or a Pledged Foreign Subsidiary, the continuing or surviving Person shall be structured as a mergerHoldings, consolidation the Borrower, such Subsidiary Guarantor or amalgamationsuch Pledged Foreign Subsidiary; (g) the transactions contemplated convert into any other organizational form (subject to complying with any notification requirements under the Transaction DocumentsCollateral Agreement); and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous make Asset Dispositions permitted pursuant to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution9.5.

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) or division (or similar transaction), or Dispose of all or substantially all of its Property or business, or division or similar transaction except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 6.11 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (ed) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 7.05 may be consummated; (fe) any Investment expressly permitted by Section 7.7 7.02 may be structured as a merger, consolidation or amalgamation; (gf) the transactions contemplated under the Transaction Documentsany Excluded Subsidiary may be dissolved or liquidated; and (hg) any Restricted Subsidiary So long as no Default or Event of Default is continuing or would result therefrom, Holdings may liquidate or dissolve if (i) be merged with and into Parent, with Parent being the Borrower determines surviving entity in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionmerger.

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of of, all or substantially all of its Property property or business, except that: (a) (i) any Restricted Subsidiary Guarantor may be merged, amalgamated merged or consolidated with or into the Borrower or any other Subsidiary Guarantor (provided that if such merger or consolidation involves the Borrower, the Borrower shall be the continuing or surviving corporation) or entity), (ii) any Restricted Subsidiary of the Borrower that is not a Subsidiary Guarantor may be merged, amalgamated merged with or consolidated with into the Borrower or into any Subsidiary Guarantor (provided that (x) a the Borrower or the applicable Subsidiary Guarantor shall be the continuing or surviving corporation or corporation) and (yiii) simultaneously with such transaction, any Subsidiary of the continuing or surviving corporation shall become Borrower that is not a Subsidiary Guarantor and may be merged with or consolidated into any other Subsidiary of the Borrower shall comply with Section 6.8 in connection therewith);that is not a Subsidiary Guarantor; and (b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Subsidiary Guarantor (provided if the relevant asset was the subject of a Lien pursuant to any Security Document, the Borrower or the applicable Subsidiary Guarantor shall grant security to a similar extent and of a comparable quality over such asset in favor of the Administrative Agent, for the benefit of the Secured Parties (such security to be in form and substance satisfactory to the Administrative Agent)); (c) in connection with a Permitted Acquisition or Permitted Joint Venture, any Person that is the subject of such Permitted Acquisition or Permitted Joint Venture (other than any Permitted Joint Venture that has obligations owing in respect of any Non-Guarantor Subsidiary Recourse Indebtedness) may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to into the Borrower or any Subsidiary Guarantor;Guarantor (provided that the Borrower or the applicable Subsidiary Guarantor shall be the continuing or surviving corporation); and (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (e) Dispositions transactions permitted by under Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionpermitted.

Fundamental Changes. Consummate any mergerMerge, consolidation consolidate or amalgamationamalgamate, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, except that: (a) (i) the Guarantor or any Restricted Subsidiary of its Subsidiaries may be mergedmerge, amalgamated amalgamate or consolidated consolidate with or into the Borrower (any Person; provided that (A) in the case of any merger, amalgamation or consolidation involving a Borrower, such Borrower shall be the continuing or surviving corporation; (B) in the case of any merger, amalgamation or (ii) any Restricted Subsidiary may be mergedconsolidation involving the Guarantor, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary the Guarantor shall be the continuing or surviving corporation corporation, (C) in the case of any merger or (y) simultaneously with such transactionconsolidation involving a Material Group Member, the continuing or surviving corporation entity shall become be a Subsidiary Guarantor Material Group Member; and (D) in the Borrower case of any merger or consolidation involving a Broker-Dealer Subsidiary, the continuing or surviving entity shall comply with Section 6.8 in connection therewith)be a Broker-Dealer Subsidiary; (b) any Non-Subsidiary of the Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, (except any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (cBorrower) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwisei) to the Guarantor or any other Non-Guarantor Subsidiary Subsidiary; provided that is a Restricted Subsidiary; (eA) Dispositions permitted in the case of any such Disposition by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or DispositionMaterial Group Member, the purpose transferee entity shall be a Material Group Member, (B) in the case of which is any such Disposition by any Broker-Dealer Subsidiary, the transferee entity shall be a Broker-Dealer Subsidiary, and (C) in the case of any such Disposition by any Subsidiary of a Borrower, the transferee entity shall be a Subsidiary of such Borrower, or (iii) pursuant to effect a Disposition permitted by Section 7.5 may be consummated6.5; (fc) any Investment expressly permitted by Section 7.7 6.8 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (hd) any Restricted Subsidiary of the Guarantor (other than a Borrower) may liquidate liquidate, wind up or dissolve or change its legal form if (i) the Borrower Guarantor determines in good faith that such liquidation or dissolution or change in legal form is in the best interest interests of the Borrower Guarantor and is not materially disadvantageous to the Lenders and (ii) to the extent if such Restricted Subsidiary is a Loan PartySubsidiary of a Borrower, any assets such Borrower determines in good faith that such liquidation or business dissolution or change in legal form is in the best interests of such Restricted Subsidiary Borrower and is not otherwise disposed materially disadvantageous to the Lenders; and (e) KCA may merge with and into KECS if KECS is the surviving entity of or transferred in accordance with Section 7.4 or 7.5 orsuch merger (and after any such merger, all references to “KECS in the case of any such business, discontinued, Loan Documents shall be transferred todeemed references to such surviving entity, notwithstanding any change of its name in connection with or otherwise owned or conducted by, a after such merger); provided that (i) the Loans made to KCA and the other Obligations under the Loan Party after Documents (other than contingent obligations for which no claim has been made) of KCA shall have been paid in full on the date of such merger (prior to giving effect to such liquidation merger) and (ii) KECS shall have expressly assumed all the obligations of KCA under this Agreement and the other Loan Documents to which KCA is a party pursuant to a supplement hereto or dissolutionthereto in form reasonably satisfactory to the Administrative Agent.

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided provided, that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided provided, that (xi) a such Subsidiary Guarantor shall be the continuing or surviving corporation or (yii) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 6.10 in connection therewith); (b) any Non-Guarantor Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; (c) any Excluded Foreign Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted another Excluded Foreign Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Excluded Foreign Subsidiary may Dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Excluded Foreign Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated;; and (f) any Investment expressly permitted by Section 7.7 7.8 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution.

Fundamental Changes. Consummate Merge, consolidate, amalgamate or enter into any mergersimilar combination with (including by division), consolidation or amalgamationenter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Borrower or any Wholly-Owned Subsidiary of a Borrower may be merged, amalgamated amalgamated, liquidated, dissolved, wound up or consolidated with or into the a Borrower (provided that the a Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly-Owned Subsidiary of a Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a when any Subsidiary Guarantor is merging, amalgamating, liquidating, dissolving, winding up or consolidating with another Subsidiary, such Subsidiary Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor to the extent required under, and within the Borrower time period set forth in Section 8.14, with which the Borrowers shall comply with Section 6.8 in connection therewithwith such transaction); (bi) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, windingwinding up, division or otherwise) to a Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up, division or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (e) Asset Dispositions permitted by Section 7.5 9.5 (other than clause (b) thereof); (f) any Wholly-Owned Subsidiary of the Company may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including any Permitted Acquisition permitted pursuant to Section 9.3(i)); provided that in the case of any merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and any the Borrowers shall comply with Section 8.14 in connection therewith; (g) a merger, consolidation, amalgamation, dissolution, liquidation, consolidation, investment consolidation or DispositionDisposition by a Subsidiary that is not a Credit Party, the purpose of which is to effect a an Asset Disposition permitted by pursuant to Section 7.5 may be consummated9.5; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Immaterial Subsidiary may liquidate or dissolve if (i) the Borrower Company determines in good faith that such liquidation or dissolution action is in the best interest of the Borrower Borrowers and is their Subsidiaries and not materially disadvantageous to the Lenders (any assets of such dissolving entity that is a Credit Party shall be transferred to a Borrower or another Credit Party substantially concurrently with such dissolution); and (i) any Person may merge with or into a Borrower or any Wholly-Owned Subsidiary of the Company in connection with a Permitted Acquisition permitted pursuant to Section 9.3(i) or other Investment permitted by Section 9.3; provided that (i) in the case of a merger involving a Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be such Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be a Borrower or a Wholly-Owned Subsidiary of a Borrower. Notwithstanding anything to the extent such Restricted Subsidiary is a Loan Partycontrary herein, any assets sale, transfer, lease or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, other disposition in the case form of any such businessa transfer of title (or transfer of similar effect) of Material Intellectual Property by Credit Parties to Subsidiaries that are not Credit Parties shall not be permitted; provided that notwithstanding the foregoing, discontinuedfor the avoidance of doubt, the above references to a transfer of title (or transfer of similar effect) with respect to Material Intellectual Property shall not be transferred to, deemed or otherwise owned interpreted to include a transfer in the form of a non-exclusive intellectual property license in the ordinary course of business or conducted by, a Loan Party after giving effect to such liquidation or dissolutionentered into for legitimate business purposes (as determined by the Borrower in good faith).

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, except that:that the following are permitted (collectively, “Permitted Acquisitions”): (a) (i) any Restricted Subsidiary Person may be merged, amalgamated merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Wholly Owned Subsidiary Guarantor (provided that (x) a the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or corporation); provided that any such merger involving a Person that is not a Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.8(i); provided further, that prior to consummating any merger pursuant to this clause (ya) simultaneously with such transactioninvolving a Person that is not a Subsidiary, the continuing or surviving corporation shall become Borrower will deliver to the Administrative Agent a Subsidiary Guarantor and the Borrower shall comply certificate of a Responsible Officer demonstrating compliance immediately following such merger, on a pro forma basis giving effect to such merger, with Section 6.8 in connection therewith)7.1; (bi) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any (other Non-Guarantor Subsidiary that is than a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders Lenders, and (ii) any Subsidiary may liquidate or dissolve if all or substantially all of its assets are transferred to the extent such Restricted Borrower or a Subsidiary; (i) any Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case Borrower may Dispose of any such business, discontinued, shall be transferred to, or otherwise owned all of its assets to the Borrower or conducted by, a Loan Party after giving effect to such any Wholly Owned Subsidiary Guarantor (upon voluntary liquidation or dissolutionotherwise) and (ii) the Borrower or any Subsidiary of the Borrower may Dispose of any or all of its assets pursuant to a Disposition permitted by Section 7.5; and (d) the Borrower or any Subsidiary may make any Investment expressly permitted by Section 7.8 structured as a merger, consolidation or amalgamation.

Fundamental Changes. Consummate Merge, consolidate (it being acknowledged that the term “consolidate” does not include any mergerconsolidation occurring solely pursuant to GAAP of the financial results of the Borrower with the financial results of Standard General or SDOI) or enter into any similar combination with, consolidation or amalgamationenter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind up wind‑up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: ) except: (a) (i) any Restricted Wholly‑owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly‑owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary the Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 6.14 in connection therewith); ; -78- (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-winding up or otherwise) to the Borrower or any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; Guarantor; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (fc) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Wholly‑owned Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous may merge with or into the Person such Wholly‑owned Subsidiary was formed to the Lenders and acquire in connection with any acquisition permitted hereunder (ii) including any Permitted Acquisition permitted pursuant to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or7.3(e)); provided that, in the case of any such businessmerger involving a Wholly‑owned Subsidiary that is a Domestic Subsidiary, discontinued, (i) a Guarantor shall be transferred tothe continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor and the Borrower shall comply with Section 6.14 in connection therewith; and (d) any Acquired Entity may be merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries in connection with a Permitted Acquisition in a manner consistent with the definition of “Acquired Entity”. Section 7.5. Asset Dispositions. Make any Asset Disposition except: (a) the sale of obsolete, worn‑out or surplus assets no longer used or usable in the business of the Borrower or any of its Subsidiaries; (b) non‑exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; (c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (d) Asset Dispositions in connection with Events of Loss; provided that the requirements of Section 2.8(b) are complied with in connection therewith; (e) Assets Dispositions in connection with transactions permitted by Section 7.4; (f) the disposition of one hundred percent (100%) of the Ownership Interests of any Retail Store Subsidiary owned by any Loan Party; provided, that the Net Cash Proceeds thereof shall be applied as a mandatory prepayment of the Loans pursuant to the requirements of Section 2.8(b)(i); and -79- (g) Asset Dispositions not otherwise owned permitted pursuant to this Section 7.5; provided that (i) at the time of such Asset Disposition, no Default or conducted byEvent of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair market value and the consideration received shall be no less than seventy‑five percent (75%) in cash; provided that the amount of: (x) any liabilities (as shown on the Borrower’s or the applicable Subsidiary’s most recent balance sheet) of the Borrower or any Subsidiary thereof (other than contingent liabilities and liabilities that are by their terms subordinated to the Secured Obligations or Indebtedness of the Borrower or such Subsidiary that is unsecured or secured by a Loan Party Lien junior in priority to the Liens securing the Secured Obligations) that are assumed by the transferee of any such assets and with respect to which the Borrower or the applicable Subsidiary is unconditionally released from further liability and (y) any securities received by the Borrower or such Subsidiary from such transferee that are converted within sixty (60) days by the Borrower or such Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in that conversion) will be deemed to be cash for purposes of this clause (ii), and (iii) the aggregate fair market value of all property disposed of after giving effect to such liquidation or dissolutionthe Restatement Effective Date in reliance on this clause (g) shall not exceed $5,750,000.

Fundamental Changes. Consummate The Company will not, and will not permit any Restricted Subsidiary, to enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, except that: (a) (i) any Restricted Subsidiary of the Company may be merged, amalgamated merged or consolidated with or into the Borrower Company (provided that the Borrower Company shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation corporation), (ii) any Restricted Subsidiary that is not a Subsidiary Guarantor may be merged or (y) simultaneously consolidated with such transaction, or into any other Restricted Subsidiary of the continuing or surviving corporation shall become Company that is not a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (biii) any Non-Guarantor Unrestricted Subsidiary may be merged or consolidated with or into, or be liquidated into, into any other Non-Guarantor Restricted Subsidiary that is not a Subsidiary Guarantor (provided that the Restricted SubsidiarySubsidiary shall be the continuing or surviving corporation); (i) any Subsidiary of the Company may Dispose of any or all of its assets (A) to the Company or any Subsidiary Guarantor (upon voluntary liquidation or otherwise) or (B) pursuant to a Disposition permitted by Section 10.7 and (ii) any Restricted Subsidiary that is not a Subsidiary Guarantor may Dispose of any or all of its assets to any other Restricted Subsidiary that is not a Subsidiary Guarantor; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 10.7 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as effected through a merger, consolidation or amalgamation; (gd) the transactions contemplated under the Transaction Documentsany Investment expressly permitted by Section 10.8 may be effected through a merger, consolidation or amalgamation; and (he) any Restricted Subsidiary (other than a Subsidiary Guarantor) may liquidate liquidate, wind up or dissolve if (i) the Borrower Company determines in good faith that such liquidation liquidation, winding-up or dissolution is in the best interest of the Borrower Company and is not materially disadvantageous to the Lenders holders of the Notes; provided that immediately before and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party immediately after giving effect to such liquidation any transaction or dissolution.series of transactions permitted by this Section 10.6, no Default or Event of Default shall have occurred or be continuing MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement

Fundamental Changes. Consummate (a) Enter into any merger, consolidation or amalgamationamalgamation in which (i) the Borrower or a Guarantor is not the surviving entity, or liquidate(ii) if any Guarantor merges with the Borrower, wind up or dissolve itself (or suffer any liquidation or dissolution)the Borrower is not the surviving entity, or Dispose (iii) any Person merges, consolidates or amalgamates with and into any Guarantor and (except as set forth in the preceding clause (a)(ii)) the surviving entity is not a Guarantor or does not become an Additional Guarantor in accordance with the provisions of Section 5.5(b). (b) Enter into any merger, consolidation or amalgamation of the Borrower whereby the Borrower’s Consolidated Net Worth less its tangible assets immediately after giving effect to any such transaction would be less than the Borrower’s Consolidated Net Worth less its tangible assets immediately prior to any such transaction. (c) Sell, assign, lease, transfer or otherwise dispose of all or substantially all of its the Borrower’s or any Guarantor’s business or Property, other than any sale, assignment, lease, transfer or other disposition of Property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into by the Borrower to (provided A) any Guarantor or (B) or any other Person that substantially concurrently with such sale, assignment, lease, transfer or other disposition of the Borrower business or Property of a Guarantor shall be become an Additional Guarantor in accordance with the continuing or surviving corporationprovisions of Section 5.5(b) or (ii) by any Restricted Subsidiary may be mergedGuarantor of its business or Property to (A) any other Guarantor, amalgamated (B) the Borrower, or consolidated (C) any other Person that substantially concurrently with such sale, assignment, lease, transfer or into any Subsidiary other disposition of the business or Property of a Guarantor (shall become an Additional Guarantor in accordance with the provisions of Section 5.5(b); provided that (x) a Subsidiary Guarantor shall be the continuing any sale, assignment, lease, transfer or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose disposition of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower Borrower’s or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all ’s business or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) Property to any other Non-Guarantor Subsidiary that is not a Restricted Subsidiary; (e) Dispositions permitted Guarantor that is immediately followed as part of a series of related transactions by Section 7.5 and any mergeranother sale, dissolutionassignment, liquidationlease, consolidation, investment transfer or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business other disposition of such Restricted Subsidiary business or Property to a Guarantor or another Person that substantially concurrently shall become a Guarantor shall not otherwise disposed constitute a breach of or transferred in accordance with this Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution.6.2(c). 53757850_7

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of of, all or substantially all of its Property property or business, except thatthat so long as no Event of Default exists or would result therefrom: (a) (i) any Restricted Subsidiary of the Borrowers may be merged, amalgamated merged or consolidated with or into the Borrower Monster Worldwide (provided that the Borrower Monster Worldwide shall be the continuing or surviving corporationPerson) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a the Subsidiary Guarantor shall be the continuing or surviving corporation corporation) or, subject to Section 8.8(k) and excluding any Subsidiary Guarantor, with or (y) simultaneously with such transactioninto any Foreign Subsidiary or Non-Guarantor Subsidiary; notwithstanding the foregoing, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other another Non-Guarantor Subsidiary without limitation and any Borrower may be merged or consolidated with or into Monster Worldwide (provided that is a Restricted SubsidiaryMonster Worldwide shall be the continuing or surviving Person); (cb) any Restricted Subsidiary of Monster Worldwide may Dispose of all any or substantially all of its assets (upon voluntary liquidation or otherwise otherwise) to the Borrower Monster Worldwide or any Subsidiary Guarantor or, subject to Section 8.8(k) and excluding any Subsidiary Guarantor; (d) , any Non-Guarantor Subsidiary; notwithstanding the foregoing, any Non-Guarantor Subsidiary may Dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) to any other another Non-Guarantor Subsidiary that is without limitation; (c) any Subsidiary may liquidate, wind up or dissolve after the Disposition of all of its assets as set forth in Section 8.4(b); (d) any Borrower or Subsidiary may enter into a Restricted Subsidiary;Permitted Acquisition; and (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Foreign Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith merge into a UK Borrower, provided that such liquidation or dissolution UK Borrower is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionsurviving corporation.

Fundamental Changes. Consummate Merge, consolidate or enter into any merger, consolidation or amalgamation, similar combination with any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into into, or be liquidated or dissolved into, any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 8.14 in connection therewiththerewith within the time period specified therein, in each case, to the extent required to do so); (bi) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, windingwinding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (e) Dispositions dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated;9.5; and (f) any Investment expressly permitted by Section 7.7 Person may be structured as merge with or into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction DocumentsPermitted Acquisition; and (h) any Restricted Subsidiary may liquidate or dissolve if provided that (i) in the case of a merger involving the Borrower determines in good faith that such liquidation or dissolution is in a Subsidiary Guarantor, the best interest of continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor (or the continuing or surviving Person shall become a Subsidiary Guarantor and is not materially disadvantageous the Borrower shall comply with Section 8.14 in connection therewith within the time period specified therein, in each case, to the Lenders extent required to do so) and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets continuing or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, surviving Person shall be transferred to, the Borrower or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionWholly-Owned Subsidiary of the Borrower.

Fundamental Changes. Consummate any mergerMerge, consolidation or amalgamationdissolve, or liquidate, wind up consolidate with or dissolve itself (or suffer any liquidation or dissolution)into another Person, or Dispose of (whether in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) all or substantially all of its Property assets (whether now owned or businesshereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary of the Borrower may merge with (i) any Restricted Subsidiary may be mergedthe Borrower, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) Person or (ii) any Restricted Subsidiary may be mergedone or more other Subsidiaries of the Borrower, amalgamated or consolidated with or into provided that if any Subsidiary Guarantor (provided that (x) is merging with another Subsidiary, a Subsidiary Guarantor party to such merger shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith)Person; (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up pursuant to a Division or otherwise) to any other Non-Guarantor the Borrower or to another Subsidiary of the Borrower; provided that if the transferor in such a transaction is a Restricted Subsidiary;Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor; and 108 provided, further, that if any Subsidiary Guarantor consummates a Division, then, to the extent applicable, the Borrower must comply with the obligations set forth in Section 6.12 with respect to each Division Successor; and (ec) Dispositions permitted by Section 7.5 and any merger7.05(d) or (e) shall be permitted under this Section 7.04. Notwithstanding anything to the contrary contained herein, dissolution, liquidation, consolidation, investment or Disposition, in no event shall the purpose of which is Borrower be permitted to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) merge, dissolve or liquidate or consolidate with or into any other Person unless after giving effect thereto the Borrower determines in good faith that is the sole surviving Person of such liquidation or dissolution is in the best interest transaction and no Change of the Borrower and is not materially disadvantageous to the Lenders and Control results therefrom, (ii) consummate a Division or (iii) engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a state of the extent such Restricted Subsidiary is a Loan Party, any assets United States or business the District of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionColumbia.

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that:184 (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into into, or be liquidated into, the Borrower (provided provided, that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into into, or be liquidated into, any Subsidiary Guarantor (provided provided, that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) substantially simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary GuarantorLoan Party; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted SubsidiarySubsidiary or to Holdings; (e) Dispositions permitted by Section 7.5 (other than Section 7.5(c)) and any merger, dissolution, liquidation, consolidation, amalgamation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 (other than Section 7.5(c)), may be consummated; (f) any Investment expressly permitted by Section 7.7 (other than Section 7.7(o)) may be structured as a merger, consolidation or amalgamation; (g) The Borrower and its Restricted Subsidiaries may consummate the transactions contemplated under the Transaction Documents; andTransactions and a Specified Transaction; (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution; (i) any Escrow Entity may be merged with and into the Borrower or any Restricted Subsidiary (provided that the Borrower or such Restricted Subsidiary shall be the continuing or surviving entity); and |US-DOCS\115543490.9|| (j) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom, any Person may be merged, amalgamated or consolidated with or into the Borrower, provided, that (A) the Borrower shall be the surviving entity or (B) if the surviving entity is not the Borrower (such other person, the “Successor Borrower”), (1) 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, (2) 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, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee and Collateral Agreement confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall deliver to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation does not violate this Agreement or any other Loan Document and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Loan Document and covering such other matters as are contemplated by the opinions of counsel delivered on the Closing Date pursuant to Section 5.1(e) (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement).

Fundamental Changes. Consummate (a) Enter into any merger, consolidation or amalgamationamalgamation in which (i) the Borrower or a Guarantor is not the surviving entity, or liquidate(ii)if any Guarantor merges with the Borrower, wind up or dissolve itself (or suffer any liquidation or dissolution)the Borrower is not the surviving entity, or Dispose (iii) any Person merges, consolidates or amalgamates with and into any Guarantor and (except as set forth in the preceding clause (a)(ii)) the surviving entity is not a Guarantor or does not become an Additional Guarantor in accordance with the provisions of Section 5.5(b). (b) Enter into any merger, consolidation or amalgamation of the Borrower whereby the Borrower’s Consolidated Net Worth less its tangible assets immediately after giving effect to any such transaction would be less than the Borrower’s Consolidated Net Worth less its tangible assets immediately prior to any such transaction. (c) Sell, assign, lease, transfer or otherwise dispose of all or substantially all of its the Borrower’s or any Guarantor’s business or Property, other than any sale, assignment, lease, transfer or other disposition of Property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into by the Borrower to (provided A) any Guarantor or (B) or any other Person that substantially concurrently with such sale, assignment, lease, transfer or other disposition of the Borrower business or Property of a Guarantor shall be become an Additional Guarantor in accordance with the continuing or surviving corporationprovisions of Section 5.5(b) or (ii) by any Restricted Subsidiary may be mergedGuarantor of its business or Property to (A) any other Guarantor, amalgamated (B) the Borrower, or consolidated (C) any other Person that substantially concurrently with such sale, assignment, lease, transfer or into any Subsidiary other disposition of the business or Property of a Guarantor (shall become an Additional Guarantor in accordance with the provisions of Section 5.5(b); provided that (x) a Subsidiary Guarantor shall be the continuing any sale, assignment, lease, transfer or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose disposition of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower Borrower’s or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all ’s business or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) Property to any other Non-Guarantor Subsidiary that is not a Restricted Subsidiary; (e) Dispositions permitted Guarantor that is immediately followed as part of a series of related transactions by Section 7.5 and any mergeranother sale, dissolutionassignment, liquidationlease, consolidation, investment transfer or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business other disposition of such Restricted Subsidiary business or Property to a Guarantor or another Person that substantially concurrently shall become a Guarantor shall not otherwise disposed constitute a breach of or transferred in accordance with this Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution6.2(c).

Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, except thatexcept: (a) (i) any Restricted Subsidiary of the U.S. Borrower (other than the Canadian Borrower or any of its Subsidiaries) may be merged, amalgamated merged or consolidated with or into the U.S. Borrower (provided that the U.S. Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any U.S. Wholly Owned Subsidiary Guarantor (provided that (x) a such U.S. Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or corporation) and (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith); (bii) any Non-Guarantor Subsidiary of the Canadian Borrower may be merged or consolidated with or into, into the Canadian Borrower (provided that the Canadian Borrower shall be the continuing or surviving corporation) or with or into any Canadian Wholly Owned Subsidiary Guarantor (provided that such Canadian Wholly Owned Subsidiary Guarantor shall be liquidated into, the continuing or surviving corporation); (i) any other Non-Subsidiary of the U.S. Borrower may Dispose of any or all of its assets (A) to the U.S. Borrower or any U.S. Wholly Owned Subsidiary Guarantor (upon voluntary liquidation or otherwise) or (B) pursuant to a Disposition permitted by Section 7.5 and (ii) any Subsidiary that is of the Canadian Borrower may Dispose of any or all of its assets (A) to the Canadian Borrower or any Canadian Wholly Owned Subsidiary Guarantor (upon voluntary liquidation or otherwise) or (B) pursuant to a Restricted SubsidiaryDisposition permitted by Section 7.5; (c) any Restricted Subsidiary acquisition permitted under Section 7.8(f) or (j) may Dispose of all be consummated by merger or substantially all of its assets upon voluntary liquidation consolidation with or otherwise to into the U.S. Borrower or any Subsidiary Guarantor;thereof (provided that the U.S. Borrower shall be the continuing or surviving corporation in any such merger involving the U.S. Borrower); and (d) any Non-Guarantor Subsidiary the Borrowers may Dispose of all consummate the Canadian Restructuring Transaction, so long as such Canadian Restructuring Transaction is consummated on or substantially all of its assets (upon voluntary liquidationprior to December 31, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (e) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated; (f) any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution2003.

Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) (i) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into a Borrower organized and having a legal existence in the Borrower same country as such Restricted Subsidiary (provided that the such Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor organized and having a legal existence in the same country as such Restricted Subsidiary (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower Borrowers shall comply with Section 6.8 6.11 in connection therewith); (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (ed) Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 7.05 may be consummated; (fe) any Investment expressly permitted by Section 7.7 7.02 may be structured as a merger, consolidation or amalgamation; (g) the transactions contemplated under the Transaction Documents; and (hf) any Restricted Excluded Subsidiary may liquidate be dissolved or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionliquidated.

Fundamental Changes. Consummate Merge, consolidate or enter into any merger, consolidation or amalgamation, similar combination with any other Person or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that) except: (a) (i) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a the Subsidiary Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 7.14 in connection therewith); (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, windingwinding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Domestic Subsidiary; (e) Dispositions dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, investment or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5 may be consummated8.5; (f) any Investment expressly permitted by Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 7.7 may be structured as a merger, consolidation or amalgamation;7.15 in connection therewith); and (g) any Person may merge into the transactions contemplated under the Transaction DocumentsBorrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; and (h) any Restricted Subsidiary may liquidate or dissolve if provided that (i) in the case of a merger involving the Borrower determines in good faith that such liquidation or dissolution is in a Subsidiary Guarantor, the best interest of continuing or surviving Person shall be the Borrower and is not materially disadvantageous to the Lenders or such Subsidiary Guarantor and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets continuing or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, surviving Person shall be transferred to, the Borrower or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionWholly-Owned Subsidiary of the Borrower.

Fundamental Changes. Consummate Merge into, consolidate or amalgamate with any merger, consolidation or amalgamationother Person, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of of, all or substantially all of its Property property or businessbusiness or (solely with respect to the Borrower) change its jurisdiction of organization to any jurisdiction outside of the United States, except thatexcept: (a) that (i) any Restricted Subsidiary of the Borrower (other than the Canadian Borrower) may be merged, amalgamated amalgamated, consolidated or consolidated liquidated (iA) with or into the Borrower (provided that if the Borrower shall be is the continuing or surviving corporationcorporationentity, (iiB) with or into any Subsidiary GuarantorLoan Party if the Subsidiary GuarantorLoan Party is the continuing or surviving corporation or (iiiii) subject toentity; provided that, no U.S. Loan Party may be merged, amalgamated, consolidated or liquidated with or into any Canadian Loan Party unless (x) the U.S. Loan Party is the continuing or surviving entity or (y) such transaction is permitted by Section 8.7, or (jC) to the extent permitted by Section 8.7, with or into any Foreign Subsidiary; and(ii) any Restricted Subsidiary that is not a Loan Party may be merged, amalgamated or consolidated with or into any other Restricted Subsidiary Guarantor that is not a Loan Party; and (provided that iii) any Restricted Subsidiary of the Canadian Borrower may be merged, amalgamated or consolidated with or into (xA) a Subsidiary Guarantor shall be the Canadian Borrower if the Canadian Borrower is the continuing or surviving corporation entity or (yB) simultaneously with such transaction, any Canadian Loan Party if the Canadian Loan Party is the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.8 in connection therewith)entity; (b) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Restricted Subsidiary; (ci) any Restricted Subsidiary of the Borrower (other than the Canadian Borrower) may Dispose of all any or substantially all of its assets upon voluntary liquidation or otherwise to the Borrower or any Subsidiary Guarantor; (d) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolutionwinding up, winding-up dissolution or otherwise) as permitted by Section 8.5 (other than Section 8.5(c)), or to the Borrower or any Subsidiary Guarantor or, subjectLoan Party (provided that, no U.S. Loan Party may Dispose of any or all of its assets to a Canadian Loan Party unless such transaction is permitted pursuant to Section 8.7(j) or, to the extent permitted by Section 8.7, any Foreign Subsidiary; and(ii) any Restricted Subsidiary that is not a Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Non-Guarantor Restricted Subsidiary that is not a Loan Party and (iii) any Restricted Subsidiary of the Canadian Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Canadian Loan Party; (c) any Restricted Subsidiary (other than the Canadian Borrower) may merge into, amalgamated or consolidate with any Person in order to consummate a Disposition made in compliance with Section 8.5 (other than Section 8.5(c)) in which the surviving entity is not a Subsidiary; (d) any Restricted Subsidiary (other than the Canadian Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; (e) Dispositions permitted by Section 7.5 and any merger, dissolutionconsolidation or amalgamation between the Borrower or a Subsidiary GuarantorLoan Party, liquidationon the one hand, consolidationand any other Person, investment on the other hand; provided, that the Borrower or Dispositionsuch Subsidiary GuarantorLoan Party (or (other than in the case of any merger, consolidation or amalgamation involving the purpose Borrower or the Canadian Borrower) such other Person to the extent it becomes a Subsidiary GuarantorLoan Party substantially concurrently with such merger, consolidation or amalgamation), as the case may be, is the surviving entity of which is to effect a Disposition permitted by Section 7.5 may be consummated;any such merger, consolidation or amalgamation; and (f) any Investment expressly permitted by Section 7.7 may be structured as merger, consolidation or amalgamation between a Restricted Subsidiary that is not a Loan Party, on the one hand, and any other Person, on the other hand; provided, that such Restricted Subsidiary (or such other Person to the extent it becomes a Restricted Subsidiary substantially concurrently with such merger, consolidation or amalgamation; (g) is the transactions contemplated under the Transaction Documents; and (h) any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred in accordance with Section 7.4 or 7.5 or, in the case surviving entity of any such businessmerger, discontinued, shall be transferred to, consolidation or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolutionamalgamation.