Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. MergeWithout limiting the restrictions on Business Acquisitions set forth in Section 6.04, amalgamatethe Borrower will not, Divide, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: (a) and will not permit any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involvedto, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person Person, or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger or amalgamation shall be involving a Person that is not a wholly-owned Subsidiary of a immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party or shall be comply with the Company and (ii) in the case provisions of any such merger or amalgamation Section 5.11 with respect to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein acquired pursuant to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partythis Section 6.03.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each case, pursuant to a Division), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.11 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (cd) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the No Loan Party (or if the Company is involvedwill, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisitionnor will it permit any of its Subsidiaries to, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person Person, or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would arise therefrom, (i) the Person surviving such merger any Subsidiary may liquidate, dissolve, consolidate, or amalgamation shall be a wholly-owned Subsidiary of merge into a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to a transaction in which any a Loan Party is a partythe surviving corporation, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (cii) any Subsidiary that is not a Loan Party may liquidate, dissolve, consolidate, or merge into or amalgamate with any other Subsidiary that is not a Loan Party; , (iii) any Loan Party may merge with or into any other Loan Party, (iv) the Loan Parties and its Subsidiaries may dispose of Capital Stock of their respective Subsidiaries in a transaction permitted by SECTION 6.05, and (v) Permitted Acquisitions and transactions permitted pursuant to SECTION 6.05 may be consummated in the form of a merger or consolidation, as long as, in the event of a Permitted Acquisition, a Loan Party is the surviving Person, provided that, when that any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary such merger involving a Person that is not wholly-owned, the wholly-a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by SECTION 6.04. (b) No Loan Party will engage, to any material extent, in any business other than businesses of the continuing type conducted by such Loan Party on the date of execution of this Agreement and businesses reasonably related thereto and those supportive, complementary or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partyancillary thereto.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the Company may merge, amalgamate nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or consolidate with or liquidate or dissolve into (ii) to a Loan Party; provided, that, the Loan Party ; (or if the Company is involved, the Company) shall be the continuing or surviving Person; (bc) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party the Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company Borrower and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Borrower) is a party, such the surviving Person shall be or become a Loan Party Party; and (or if the Company d) so long as no Default has occurred and is involved, the Company) is the continuing or surviving Person; would result therefrom, each of the Borrower and (c) any Subsidiary that is not a Loan Party of its Subsidiaries may merge into or amalgamate consolidate with any other Subsidiary Person or permit any other Person to merge into or consolidate with it; provided, however, that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, immediately after giving effect thereto (i) in the assets case of any such liquidated merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or dissolved entities are transferred to another domestic become a Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each case, pursuant to a Division), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; , provided, that, that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided, that when any wholly‑owned Subsidiary is merging with another Subsidiary, the wholly‑owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into a Borrower, provided, that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; it; provided, that, that (i) the Person surviving such merger or amalgamation shall be a wholly-owned wholly‑owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.11 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and Person; and (cd) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate or amalgamate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, merge or amalgamate or consolidate with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge or amalgamate into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger or amalgamation involving a Borrower, a Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.11 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (cd) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (a) any Subsidiary of may merge with, or be liquidated, wound up or dissolved into (i) the Company may mergeBorrower, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary that is not a Loan Party, such Loan Party shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (c) any Subsidiary of that is not a Loan Party may dispose of all or substantially all its assets to (i) another Subsidiary which is not a Loan Party or (ii) to a Loan Party; and (d) any Subsidiary of the Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, thatexcept in the case of a Disposition of a Subsidiary otherwise permitted by Section 6.04, (i) that the Person surviving such merger or amalgamation shall be a wholly-wholly owned Subsidiary of a Loan Party or shall be the Company and Borrower; provided, however, that in each case, immediately after giving effect thereto, (iix) in the case of any such merger or amalgamation to which the Borrower is a party, the Borrower is the surviving corporation, and (y) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided , however , that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 7.04 but subject to the terms of Sections 6.12 and 6.14 (a) any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; providedLoan Party, provided that, (i) the Person surviving if such merger or amalgamation shall be transaction involves a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involvedBorrower, the Company) Borrower is the continuing or surviving Person; and entity, (cb) any Wholly Owned Subsidiary that is not a Loan Party may merge into or amalgamate consolidate with any other Wholly Owned Subsidiary that is not a Loan Party or a Loan Party; , provided that, when if such transaction involved a Loan Party, the Loan Party is the surviving entity, (c) any wholly-owned Subsidiary is merging or amalgamating may merge with another Subsidiary any Person that is not wholly-owneda Loan Party in connection with a Disposition permitted under Section 7.05 , (d) any Loan Party or any Subsidiary may merge with any Person that is not a Loan Party in connection with a Permitted Acquisition provided that, if such transaction involves a Borrower or Guarantor, the wholly-owned Subsidiary Borrower or Guarantor, as applicable shall be the continuing or surviving Person; corporation and (de) notwithstanding anything herein any Wholly Owned Subsidiary 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 the contrary, the Loan Parties may liquidate have a Material Adverse Effect and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, all of its assets and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are business is transferred to another domestic a Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or if the Company more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is involvedmerging with another Subsidiary, the Companywholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; and (bc) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.11 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom: : (a) subject to Section 7.04(e), any Subsidiary of (other than the Company Foreign Borrower) may merge, amalgamate or consolidate merge with or liquidate or dissolve into a Loan Party(i) the Domestic Borrower; provided, that, provided that the Loan Party (or if the Company is involved, the Company) Domestic Borrower shall be the continuing or surviving Person, (ii) the Foreign Borrower; provided that the Foreign Borrower shall be the continuing or surviving Person or (iii) any one or more other Subsidiaries (other than the Foreign Borrower); provided that when (x) any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person or the continuing or surviving Person shall thereupon become a Loan Party and (y) any Domestic Subsidiary is merging with another Subsidiary, such Domestic Subsidiary shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Domestic Borrower or to another Loan Party; (c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (d) in connection with a Permitted Acquisitionany acquisition permitted under Section 7.03, any Subsidiary of a Loan Party the Domestic Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge into or amalgamate consolidate with it; provided that (i) the Person surviving such merger shall be a wholly‑owned Subsidiary of the Domestic Borrower, (ii) in the case of any such merger involving the Foreign Borrower, the Foreign Borrower shall be the surviving Person, and (iii) in the case of any such merger to which any Loan Party (other than the Foreign Borrower) is a party, such Loan Party is the surviving Person; and (e) so long as no Default has occurred and is continuing or would result therefrom, any Subsidiary of the Domestic Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, thathowever, that in each case, immediately after giving effect thereto (i) in the Person surviving case of any such merger or amalgamation shall be to which the Foreign Borrower is a wholly-owned Subsidiary of a Loan Party or shall be party, the Company Foreign Borrower is the surviving corporation and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Foreign Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or if the Company more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is involvedmerging with another Subsidiary, the Companywholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person; and (bc) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.11 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division); provided that, notwithstanding the foregoing provisions of this Section 7.04 but subject to the terms of Sections 6.13 and 6.14, and so long as no Default exists or would result therefrom: , (a) any Subsidiary of the Company Borrower may merge, amalgamate merge or consolidate with or liquidate or dissolve into a Loan Party; provided, any of its Subsidiaries provided that, the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; corporation, (b) subject to the proviso in connection with a Permitted Acquisitionclause (a), any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person Loan Party, (c) any Foreign Subsidiary may be merged or permit any other Person to merge or amalgamate consolidated with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, provided that such Loan Party (or if the Company is involved, the Company) is shall be the continuing or surviving Person; and corporation, (cd) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) the Borrower or any Subsidiary may merge with any Person that is not a Loan Party may merge into or amalgamate in connection with any other Subsidiary that is not a Loan Party; Permitted Acquisition provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-ownedif such Permitted Acquisition involves the Borrower, the wholly-owned Subsidiary Borrower shall be the continuing or surviving Person; corporation and if such Permitted Acquisition involves any other Loan Party, such Loan Party shall be the continuing or surviving corporation, (f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if such Subsidiary is inactive or holds assets of a de minimus value, (g) any Loan Party and any Subsidiary may make any Permitted Investments and (dh) notwithstanding anything herein to the contrary, the any Loan Parties Party and any Subsidiary may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partymake any Disposition permitted under Section 7.05.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another PersonPerson (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to, or immediately after giving effect to, any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any Wholly Owned Subsidiary is merging with another Subsidiary, the Wholly Owned Subsidiary shall be the continuing or surviving Person; (b) any Loan Party or any Subsidiary which is a Loan Party may merge with or into any other Subsidiary which is a Loan Party, provided that in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) if such Subsidiary is a Wholly Owned Subsidiary of a Loan Party, the Person surviving such merger or amalgamation shall be a wholly-owned Wholly Owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (cd) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Dividedivide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not (i) a Loan Party; , provided thatthat the Loan Party shall be the continuing or surviving Person or the surviving Person shall join as a Loan Party in accordance with Section 6.12, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any 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 the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.12 hereof; (d) notwithstanding anything herein to the contrary, the any CFC that is not a Loan Parties Party may merge into any CFC that is not a Loan Party; and (e) any Subsidiary (other than Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation is in the best interests of the Borrower and dissolve Mobile Aquatic Solutionswould not have a Material Adverse Effect; provided that, Inc.prior to such liquidation or dissolution, an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the such Subsidiary shall transfer all of its assets of such liquidated or dissolved entities are transferred the type included in the Borrowing Base to another domestic a Loan Party.

Fundamental Changes. MergeNo Loan Party will, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: (a) nor will it permit any Subsidiary of the Company may mergeit to, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person Person, or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would arise therefrom, (i) the Person surviving such merger any Subsidiary may liquidate, dissolve, consolidate, or amalgamation shall be a wholly-owned Subsidiary of merge into a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to a transaction in which any a Loan Party is a partythe surviving corporation, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (cii) any Subsidiary that is not a Loan Party may liquidate, dissolve, consolidate, or merge into or amalgamate with any other Subsidiary that is not a Loan Party; , (iii) any Loan Party may merge with or into any other Loan Party, and (iv) Permitted Acquisitions and transactions permitted pursuant to SECTION 6.05 may be consummated in the form of a merger or consolidation, as long as, in the event of a Permitted Acquisition, a Loan Party is the surviving Person, provided that, when that any wholly-owned Subsidiary is merging such merger or amalgamating with another Subsidiary consolidation involving a Person that is not wholly-owned, the wholly-a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by SECTION 6.04, further provided that any such merger or consolidation involving any Borrower shall not be permitted unless such Borrower or another Borrower is the continuing or surviving Person; and (d) notwithstanding anything herein to further provided that any such merger or consolidation involving Holdings shall not be permitted unless Holdings is the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partysurviving Person.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (a) any Subsidiary of the Company may merge, amalgamate dissolve or liquidate into or consolidate with or liquidate or dissolve into a Loan Party(i) the Borrower; provided, that, provided that the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person; (b) any Loan Party may Dispose of any of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (c) any Subsidiary that is not a Loan Party may dispose any of its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (d) in connection with a any Permitted Acquisition, any Subsidiary of the Borrower may merge, dissolve or liquidate into or consolidate with any other Person (other than the Borrower) or permit any other Person (other than the Borrower) to merge, liquidate or dissolve into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger, dissolution, liquidation or consolidation to which any Subsidiary of the Borrower that is a Loan Party is a party, such Loan Party is the surviving Person; and (e) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, thathowever, that in each case, immediately after giving effect thereto (i) in the Person surviving case of any such merger or amalgamation shall be to which the Borrower is a wholly-owned Subsidiary of a Loan Party or shall be party, the Company Borrower is the surviving Person and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. MergeMerge into or amalgamate or consolidate with, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists permit any of its Material Subsidiaries or would result therefrom: (a) any Subsidiary of the Company may mergeBidco to merge into, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person Person, or permit any other Person to merge into or amalgamate with or into or consolidate with it; provided, or liquidate, dissolve or be wound up, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (i) the Person surviving such merger any Loan Party may merge into, or amalgamation shall amalgamate or consolidate with, or liquidate, dissolve or be a wound up into any other Loan Party, (ii) any wholly-owned Subsidiary of any Loan Party may liquidate, dissolve or be wound up into any Loan Party if such Loan Party determines in good faith that such winding up is in the best interests of such Loan Party, (iii) any wholly-owned Subsidiary of any Loan Party may merge into, or amalgamate or consolidate with, any Loan Party, so long as the surviving or continuing entity is a Loan Party; (iv) any Immaterial Subsidiary may merge into or amalgamate or consolidate with, any Subsidiary or liquidate, dissolve or be wound up into any Subsidiary; and (v) any Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with or consolidate with, or liquidate, dissolve or be wound up into any other Subsidiary of a Loan Party that is not a Loan Party; provided that. Notwithstanding the foregoing, when neither the consummation of the Target Acquisition nor the consummation of any wholly-owned Subsidiary is merging transaction in connection therewith as contemplated by the Acquisition Documents (as may be amended or amalgamating modified in accordance with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary Section 6.01(17)(b)) shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, constitute a Louisiana limited liability company, so long as in each case, the assets breach of such liquidated or dissolved entities are transferred to another domestic Loan Partythis Section 6.02(3).

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) any Subsidiary of the Company a Borrower may merge, amalgamate merge or consolidate with or liquidate or dissolve into a Loan Party; provided, any of its Subsidiaries provided that, in the Loan Party (or if the Company is involvedcase of AWI, the Company) AWI shall be the continuing or surviving Person; corporation, (b) subject to the proviso in connection with a Permitted Acquisitionclause (a), any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person Loan Party, (c) any Foreign Subsidiary may be merged or permit any other Person to merge or amalgamate consolidated with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, provided that such Loan Party (or if the Company is involved, the Company) is shall be the continuing or surviving Person; and corporation, (cd) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) AWI or any Subsidiary may merge with any Person that is not a Loan Party may merge into or amalgamate in connection with any other Subsidiary that is not a Loan Party; Permitted Acquisition provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-ownedif such Permitted Acquisition involves AWI, the wholly-owned Subsidiary AWI shall be the continuing or surviving Person; corporation, (f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect, (g) any Loan Party and any Subsidiary may make any Permitted Investments and (dh) notwithstanding anything herein to the contrary, the any Loan Parties Party and any Subsidiary may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partymake any Disposition permitted under Section 8.05.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom: : (a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the Company may merge, amalgamate nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or consolidate with or liquidate or dissolve into (ii) to a Loan Party; provided, that, the Loan Party ; (or if the Company is involved, the Company) shall be the continuing or surviving Person; (bc) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party the Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company Borrower and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (d) so long as no Default has occurred and (c) is continuing or would result therefrom, each of the Borrower and any Subsidiary that is not a Loan Party of its Subsidiaries may merge into or amalgamate consolidate with any other Subsidiary Person or permit any other Person to merge into or consolidate with it; provided, however, that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, immediately after giving effect thereto (i) in the assets case of any such liquidated or dissolved entities are transferred merger to another domestic which the Borrower is a party, the Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan PartyParty (other than the Borrower) is a party, such Loan Party is the surviving Person.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each case, pursuant to a Division), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or if the Company more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is involvedmerging with another Subsidiary, the Companywholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person; and (bc) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.11 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, liquidate or consolidate with or into another Person, except that, that so long as no Event of Default exists or would result therefrom: , (a) any Subsidiary of the Company Borrower may merge, amalgamate merge or consolidate with or liquidate or dissolve into a Loan Party; provided, that, any of its Subsidiaries provided that (i) the Loan Party (or if the Company Borrower is involved, the Company) shall be the continuing or surviving Person; Person and (ii) such Subsidiary is not an MPT Operator, (b) any Subsidiary may merge or consolidate with any other Subsidiary provided that (i) if a Loan Party is a party to such transaction, the continuing or surviving Person is a Loan Party and (ii) no member of the MPT Group shall merge or consolidate with any Subsidiary that is a member of the Primary Group unless, subject to Section 8.16(c), (e) and (f) such merger or consolidation is pursuant to a “Property Substitution” under Article XXXIV of the MPT Master Lease, (c) subject to clause (a) above, the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge Acquisition provided that if the Borrower or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any another Loan Party is a party, party thereto then the Borrower or such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; Person and (d) notwithstanding anything herein any Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, (i) could not reasonably be expected to have a Material Adverse Effect, (ii) would not result in any property that constitutes MPT Senior Collateral being distributed or otherwise transferred to any member of the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability companyPrimary Group, and River Consulting(iii) no Event of Default exists immediately prior to such dissolution, LLCliquidation or winding up, a Louisiana limited liability companyas applicable, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partywould result therefrom.

Fundamental Changes. MergeChange its name or conduct business under any fictitious name; change its tax, amalgamatecharter or other organizational identification number; change its form or state of organization; or merge, Dividecombine or consolidate with any Person, dissolve, or liquidate, consolidate with wind up its affairs or into another Persondissolve itself, except thatin each case whether in a single transaction or in a series of related transactions, so long as no Default exists or would result therefrom: except: (a) any a wholly-owned Subsidiary of the Company may merge, amalgamate merge or consolidate with another wholly-owned Subsidiary or liquidate or dissolve into a Loan Party; providedBorrower, that, except an Obligor may not merge or consolidate with a non-Obligor unless the Loan Party (or if the Company surviving entity is involved, the Company) shall be the continuing or surviving Person; an Obligor; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party Parent or Spansion Technology LLC may merge or amalgamate consolidate with or Spansion provided Spansion is the surviving entity; (c) any Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, thathowever, that in each case, immediately after giving effect thereto, in the case of any such merger to which any Obligor (other than Borrower or any other Obligor) is a party, such Obligor is the surviving entity; (d) in connection with any acquisition permitted under Section 10.2.5, any Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company Spansion, and (ii) in the case of any such merger or amalgamation to which any Loan Party Obligor (other than Spansion) is a party, such Loan Party (or if the Company is involved, the Company) Obligor is the continuing or surviving Person; and and (ce) any Subsidiary that is not a Loan Party Spansion Technology LLC may merge into or amalgamate dissolve in accordance with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability companyterms of this Agreement, so long as in each caseParent becomes the sole shareholder of Spansion, and Spansion Technology LLC may merge or consolidate with Parent provided that after giving effect to such merger or consolidation, Parent is the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partysurviving entity.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate or amalgamate with or into another Person, including, in each case, pursuant to a Delaware LLC Division (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, merge or amalgamate or consolidate with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge or amalgamate into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger or amalgamation involving a Borrower, a Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.11 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (cd) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. MergeNo Credit Party shall, amalgamateand no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, Divide, dissolve, liquidatemerge, consolidate with or into another into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that(1) in connection with Permitted Acquisitions and other Investments permitted hereunder, so long as no Default exists or would result therefrom: (a2) any Subsidiary of (including, without limitation, the Company Borrowers or any Guarantor other than Parents) may mergemerge or amalgamate with, amalgamate or consolidate with dissolve or liquidate or dissolve into a Loan Party; provided, thatinto, the Loan Party (Borrowers or if any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Company is involved, the Company) Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving Person; entities, (b3) in connection any Foreign Subsidiary may merge with a Permitted Acquisitionor dissolve or liquidate into another Foreign Subsidiary, (4) any Subsidiary of a Loan Non-Credit Party may merge or amalgamate with or dissolve or liquidate into another Non-Credit Party or consolidate any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Person Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or permit any other Person to merge or amalgamate with or into or consolidate with itcontinuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, thatfurther, that with respect to clauses (1), (i2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Person surviving such merger Charah Parent or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or the Allied Parent shall be the Company and surviving or continuing entity, (iix) in the case of any such merger or amalgamation to which any Loan Party if a Borrower is a partyparty to such transaction, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not then a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary Borrower shall be the surviving or continuing or surviving Person; entity and (dy) notwithstanding anything herein if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to the contrary, Agent within the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as time period specified in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan PartySection 5.14.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, merge or amalgamate or consolidate with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties; provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into, or amalgamate with, any Subsidiary which is a Loan Party or into a Borrower; provided that in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted AcquisitionAcquisition (as defined in the Facility Credit Agreement), any an Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.12 of the Facility Credit Agreement, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (cd) any Subsidiary CFC (as defined in the Facility Credit Agreement) that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom: : (a) any Subsidiary of may merge with (i) any Borrower or Holdings, provided that the Company may mergeapplicable Borrower or Holdings, amalgamate as applicable, shall be the continuing or consolidate surviving Person or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with or liquidate or dissolve into any Subsidiary that is not a Loan Party; provided, that, the such Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; ; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Lead Borrower or to another Loan Party; (c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (d) in connection with a Permitted Acquisitionany acquisition permitted under Section 7.03, any Subsidiary of a Loan Party Holdings (subject to clause 7.04(e) below) may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be Holdings (unless both parties to such merger were not wholly owned prior to the Company merger) and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the surviving Person; (e) so long as no Default has occurred and is continuing or surviving Person; would result therefrom, any Borrower and (c) any Subsidiary that is not a Loan Party of its Subsidiaries may merge into or amalgamate consolidate with any other Subsidiary Person or permit any other Person to merge into or consolidate with it; provided, however, that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, immediately after giving effect thereto (i) in the assets case of any such liquidated merger to which the Lead Borrower is a party, the Lead Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Lead Borrower) is a party, such Loan Party is the surviving corporation; (f) any merger, dissolution, liquidation, consolidation or dissolved entities are transferred Disposition, the purpose of which is to another domestic effect a Disposition permitted pursuant to Section 7.05; and (g) the Loan PartyParties and their respective Subsidiaries may consummate the 2019 Corporate Restructuring Transactions. For the avoidance of doubt, the Lead Borrower shall always survive any such merger to which the Lead Borrower is a party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: : (a) any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; ; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) any Subsidiary of the Company Borrower may merge, amalgamate merge or consolidate with or liquidate or dissolve into a Loan Party; provided, that, any of its Subsidiaries provided that the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; corporation, (b) any Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower, (c) any Foreign Subsidiary may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) any Domestic Subsidiary which is not a Loan Party may be merged or consolidated with or into a Loan Party, (f) any Subsidiary which is not a Loan Party may dissolve or liquidate itself; provided that prior to such dissolution or liquidation, such Subsidiary transfer all of its assets to a Loan Party and (g) any Subsidiary which is created solely to be used as an acquisition vehicle for a specific Acquisition may be merged or consolidated with or into another Person in connection with a Permitted Acquisition, any Subsidiary ; provided that the surviving Person of such merger or consolidation shall become a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein pursuant to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partyterms hereof.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom: : (ai) any Domestic Subsidiary of the Company may merge, amalgamate merge with Holdings or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the any other U.S. Loan Party (so long as Holdings or if such U.S. Loan Party, as the Company is involvedcase may be, the Company) shall be the continuing or surviving Person (and, so long as in the case of any merger involving a Borrower, a Borrower is the surviving Person)); (bii) in connection with a Permitted Acquisition, any Subsidiary of a Foreign Loan Party may merge or amalgamate with or into or consolidate with any other Person Foreign Loan Party of the same Group; (iii) any Foreign Subsidiary of Holdings (other than a Foreign Loan Party) may be merged or permit any other Person to merge or amalgamate amalgamated with or into any Domestic Subsidiary or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Foreign Subsidiary of a Loan Party or shall be the Company and Holdings (ii) provided that in the case of any such merger or amalgamation to which any involving a Loan Party is a partyParty, such Loan Party (or if the Company is involved, the Company) is the continuing surviving Person and, in the case of any such merger or amalgamation involving a Domestic Subsidiary, such Domestic Subsidiary is the surviving Person); and (civ) any Subsidiary of Holdings that is not a Loan Party may merge into or amalgamate with any other another Subsidiary of Holdings that is not a Loan Party; provided that, when in the case of any wholly-owned Subsidiary is merging of the foregoing clauses, if as a result thereof, Holdings owns, directly or amalgamating with another Subsidiary that is not wholly-ownedindirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger or amalgamation shall also constitute a Disposition subject to Section 7.05 (and must be permitted by any clause thereof other than Section 7.05(g)(A)); (b) a merger, dissolution, liquidation, consolidation or Disposition, the wholly-owned Subsidiary purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(g)(A)) may be consummated; (c) any Borrower or any Guarantor may effect any Permitted Acquisition; provided that (i) in any such transaction involving any Borrower, the relevant Borrower shall be the continuing or surviving Person; Person and (dii) notwithstanding anything herein to the contraryin any such transaction involving a Guarantor, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, continuing or surviving Person shall be a Louisiana limited liability company, so long Guarantor of the same Group as in each case, the assets relevant Guarantor; and (i) any Domestic Subsidiary of such liquidated or dissolved entities are transferred to another domestic Holdings (other than a Loan Party) may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any wholly-owned Domestic Subsidiary of Holdings, (ii) any U.S. Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any other U.S. Loan Party, (iii) any Foreign Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any other Foreign Loan Party of the same Group and (iv) any Foreign Subsidiary of Holdings (other than a Foreign Loan Party) may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any wholly-owned Foreign Subsidiary of Holdings or Domestic Subsidiary of Holdings.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) any Subsidiary of the Company Borrower may merge, amalgamate merge or consolidate with or liquidate or dissolve into a Loan Party; provided, that, any of its Subsidiaries provided that the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; corporation, (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party other than the Borrower may merge or amalgamate with or into or consolidate with any other Person Loan Party other than the Borrower, (c) any Foreign Subsidiary may be merged or permit any other Person to merge or amalgamate consolidated with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, provided that such Loan Party (or if the Company is involved, the Company) is shall be the continuing or surviving Person; and corporation, (cd) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) any Subsidiary of the Borrower may merge with any Person that is not a Loan Party may merge into in connection with a Disposition permitted under Section 8.05 or amalgamate with any other Subsidiary that is not a Loan Party; Permitted Acquisition provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-ownedif such transaction involves the Borrower, the wholly-owned Subsidiary Borrower shall be the continuing or surviving Person; corporation, (g) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect and (dh) notwithstanding anything herein to the contrary, Borrower and its Subsidiaries may enter into the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan PartyPermitted Disposition.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (ai) any Loan Party (other than the Borrower) may be merged into, consolidated with, or amalgamated with any other Loan Party, and (ii) any wholly-owned Subsidiary of any Loan Party may be merged into such Loan Party; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (c) any Subsidiary that is not a Loan Party may be merged into, consolidated with, or amalgamated with, or may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) with or to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; and (d) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company Borrower and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party (other than an Excluded Subsidiary) may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Excluded Subsidiary may merge with any other Excluded Subsidiary; (c) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; (d) the Loan Parties may consummate the transactions contemplated by the S▇▇▇▇▇▇ Acquisition Agreement; and (e) in connection with a Permitted Acquisition, any Subsidiary (other than an Excluded Subsidiary) of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.11 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) any Subsidiary of the Company Borrower may merge, amalgamate merge or consolidate with or liquidate or dissolve into a Loan Party; provided, that, any of its Subsidiaries provided that the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; corporation, (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party other than the Borrower may merge or amalgamate with or into or consolidate with any other Person Loan Party other than the Borrower, (c) any Foreign Subsidiary may be merged or permit any other Person to merge or amalgamate consolidated with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, provided that such Loan Party (or if the Company is involved, the Company) is shall be the continuing or surviving Person; and corporation, (cd) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) any Subsidiary may merge with any Person that is not a Loan Party may merge into in connection with a Disposition permitted under Section 8.05 or amalgamate with any other Subsidiary that is not a Loan Party; Permitted Acquisition provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-ownedif such transaction involves the Borrower, the wholly-owned Subsidiary Borrower shall be the continuing or surviving Person; corporation, and (dg) notwithstanding anything herein to the contraryany Wholly Owned Subsidiary may dissolve, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutionsor wind up its affairs at any time provided that such dissolution, Inc.liquidation or winding up, an Oklahoma corporationas applicable, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, could not have a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan PartyMaterial Adverse Effect.

Fundamental Changes. MergeEnter into any merger, amalgamateconsolidation or amalgamation, Divide, dissolve, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of, all or substantially all of its property or business, except that, so long as no Default exists or would result therefrom: : (a) any Restricted Subsidiary of the Company may mergebe merged, amalgamate consolidated or consolidate be amalgamated (i) with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party Borrower (or if provided that the Company is involved, the Company) Borrower shall be the continuing or surviving Personcorporation), (ii) with or into any other Restricted Subsidiary (provided that if only one party to such transaction is a Secured Guarantor, the Secured Guarantor shall be the continuing or surviving corporation) or (iii) subject to Section 7.6(g), with or into any other Group Member; provided, that in the case of clauses (ii) and (iii) any Domestic Loan Party which holds any material assets, including Intellectual Property, that relates to any Core Business Segment may only merge, consolidate or be amalgamated with any other Domestic Loan Party; (b) in connection with a Permitted Acquisitionany Group Member may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Loan Party or, subject to Section 7.6(g) (to the extent applicable), any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with itGroup Member; provided, that, (i) notwithstanding the Person surviving such merger or amalgamation shall be foregoing, a wholly-owned Subsidiary of a Domestic Loan Party which holds any material assets, including Intellectual Property, that relates to any Core Business Segment may only Dispose of all or shall be the Company and substantially all of its assets (iiupon voluntary liquidation or otherwise) in the case of any such merger or amalgamation to which any a Domestic Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and Party; (c) any Restricted Subsidiary that is not a Loan Party may (i) merge or consolidate with or into or amalgamate with any other Restricted Subsidiary that is not a Loan Party; provided that, when Party or (ii) dispose of all or substantially all of its assets (including any wholly-owned Subsidiary Disposition that is merging or amalgamating with in the nature of a voluntary liquidation) to (x) another Restricted Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing a Loan Party or surviving Person; and (y) to a Loan Party; (d) notwithstanding anything herein the Borrower, and any Restricted Subsidiary may enter into any merger, consolidation or similar transaction with another Person to effect a transaction permitted under Section 7.6 and under this Agreement; provided that either (i) the Borrower or any Secured Guarantor is the surviving entity or (ii) if the transaction does not involve the Borrower, the surviving entity (if other than any Secured Guarantor) assumes all the obligations of such Secured Guarantor under the Loan Documents pursuant to agreements reasonably satisfactory to the contrary, Administrative Agent and the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan PartyCollateral Agent; and (e) transactions permitted under Section 7.4 shall be permitted.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (a) any Subsidiary of may merge with (i) the Company; provided that the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Loan Party; (c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (d) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party the Company may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Company) is a party and the other party is not a Loan Party, such Loan Party is the surviving Person; (e) each of the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (cf) any each Subsidiary that which is not a Loan Party Material Subsidiary may merge be dissolved, liquidated, or consolidated with or into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamatedissolve, Divide, dissolvedivide, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.12 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (cd) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. (a) Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (ai) any Subsidiary of the Company any Borrower may mergemerge with (A) any Borrower, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) provided that such Borrower shall be the continuing or surviving Person; , or (bB) in connection with a Permitted Acquisitionany one or more other Subsidiaries, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which provided that when any Loan Party is a partymerging with another Subsidiary, such Loan Party (or if the Company is involved, the Company) is shall be the continuing or surviving Person; and ; (cii) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or to another Loan Party (other than Holdings or Intermediate Holdings); (iii) any Subsidiary that is not a Loan Party may merge into dispose of all or amalgamate with substantially all its assets (including any other Disposition that is in the nature of a liquidation) to (A) another Subsidiary that is not a Loan Party or (B) to a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and ; (div) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as no Default has occurred and is continuing or would result therefrom, each Borrower and each of their respective Subsidiaries may merge into or consolidate with any other Person (other than Holdings or Intermediate Holdings) or permit any other Person (other than Holdings or Intermediate Holdings) to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (A) in the assets case of any such liquidated merger to which a Borrower is a party, such Borrower is the surviving corporation and (B) in the case of any such merger to which any Loan Party (other than a Borrower) is a party, such Loan Party is the surviving corporation; and (v) any Loan Party may merge with any other Person in furtherance of any transaction otherwise permitted under Section 7.03(g); provided that such Loan Party shall be the surviving or dissolved entities are transferred to another domestic Loan Partycontinuing Person.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: (a) No Loan Party will merge into or consolidate with any Subsidiary other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that (i) the Borrower and any Loan Party may engage in any merger in which (A) the Borrower or (B) (except in a merger involving the Borrower) such Loan Party other than the Borrower is the surviving entity, (ii) any Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is the other Loan Party, (iii) any Loan Party, other than the Borrower, may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders, and (iv) any Loan Party, other than the Borrower, may mergemerge into, amalgamate or consolidate with, any other Person; provided that (i) any such merger or consolidation is, or the purpose of which is, an investment or acquisition not prohibited by Section 6.09 or a disposition, sale or other transfer not prohibited by Section 6.05 and (ii) with respect to any merger or liquidate or dissolve into consolidation of any Loan Party (other than with respect to a disposition permitted by Section 6.05), the surviving entity is a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; . (b) in connection with a Permitted Acquisition, any No Restricted Subsidiary of that is not a Loan Party may will merge or amalgamate with or into or consolidate with any other Person that is not a Restricted Subsidiary, or permit any other Person that is not a Restricted Subsidiary to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of unless any such merger or amalgamation consolidation is, or the purpose of which is to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc.effectuate, an Oklahoma corporationinvestment or acquisition not prohibited by Section 6.09 or a disposition, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated sale or dissolved entities are transferred to another domestic Loan Partyother transfer not prohibited by Section 6.05.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate consolidate, with or into another Person, except thator Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, so long as no Default exists or would result therefrom: (a) any Subsidiary of the Company may mergein each case, amalgamate or consolidate with or liquidate or dissolve into pursuant to a Loan PartyDelaware LLC Division); provided, that, notwithstanding the Loan Party foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower may merge or if consolidate with any of its direct Subsidiaries, provided that the Company is involved, the Company) Borrower shall be the continuing or surviving Person; entity, (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party (other than the Borrower) may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; providedLoan Party, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge be merged or consolidated with or into any Loan Party, provided that such Loan Party shall be the continuing or amalgamate with surviving entity, (d) any other Subsidiary that is not a Loan Party; provided that, when Party may be merged or consolidated with or into any wholly-owned other direct Subsidiary of it that is merging or amalgamating with another not a Loan Party and (e) any Subsidiary that is not wholly-owneda Loan Party may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of its assets and business are transferred to a Loan Party prior to or concurrently with such dissolution, liquidation or winding up; provided, that, in the wholly-owned Subsidiary shall be the continuing or surviving Person; and case of (a) through (d) notwithstanding anything herein to the contraryabove, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutionsmerging parties are organized in the same jurisdiction (it being understood that for this purpose, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long States of the United States shall be deemed to be the same jurisdiction as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partyother).

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists has occurred and is continuing or would result therefrom: : (a) any Subsidiary of may merge with (i) the Company may mergeBorrower, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, a Loan Party shall be the continuing or surviving Person; (b) any Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (c) any Subsidiary that is not a Loan Party may Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (d) in connection with a Permitted Acquisitionany acquisition permitted under Section 7.03, any Subsidiary of a Loan Party the Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company Borrower and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; ; (e) each of the Borrower and (c) any Subsidiary that is not a Loan Party of its Subsidiaries may merge into or amalgamate consolidate with any other Subsidiary Person or permit any other Person to merge into or consolidate with it; provided, however, that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving corporation; and (f) any Subsidiary may Dispose of all or substantially all of its assets of such liquidated or dissolved entities are transferred if permitted pursuant to another domestic Loan PartySection 7.05(f) and Section 7.05(g).

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (a) any Subsidiary of may merge with (i) the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan PartyBorrower; provided, that, provided that the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries; (b) in connection with a Permitted Acquisition, provided that when any Subsidiary of that is a Loan Party may merge or amalgamate is merging with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; providedanother Subsidiary, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and ; (cb) any Subsidiary that is not a Loan Party may merge or consolidate with or into or amalgamate with any other Subsidiary that is not a Loan Party; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Subsidiary; provided thatthat if the transferor in such a transaction is a Loan Party, when then (i) the transferee must be a Loan Party or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary in accordance with Section 7.02 and Section 7.03, respectively; (d) so long as no Default exists or would result therefrom, any wholly-owned Subsidiary is merging or amalgamating may merge with another Subsidiary any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving PersonPerson shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the Collateral and Guarantee Requirement and the requirements of Section 6.11; and and (de) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partyany Subsidiary Transaction.

Fundamental Changes. MergeNo Loan Party will, amalgamatenor will it permit any Subsidiary to, Dividemerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (a) any Subsidiary of the Company may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, the provided that a Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger one or amalgamation to which any Loan Party is a party, such Loan Party more other Subsidiaries (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not than a Loan Party; ), provided that, that when any whollyWholly-owned Owned Subsidiary is merging or amalgamating with another Subsidiary that is not whollySubsidiary, a Wholly-owned, the wholly-owned Owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party or to another Subsidiary; provided that if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee shall either be a Loan Party or another Wholly-Owned Subsidiary and if the transferor is a Loan Party, then the transferee shall be a Loan Party; (c) a Loan Party and its Subsidiaries may make Dispositions permitted by SECTION 7.04; (d) notwithstanding anything herein any Investment not otherwise prohibited by this Agreement may be structured as a merger, consolidation or amalgamation; and (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the contrary, the Loan Parties may liquidate maintenance of its existence and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partygood standing.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (cd) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: therefrom and, so long as the Lien on and security interest in such property granted or to be granted in favor of the Administrative Agent under the Collateral Documents shall be maintained or created in accordance with the provisions of Section 6.12 and 6.15: (a) any Subsidiary of may merge with (i) the Company may mergeBorrower, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (d) in connection with a Permitted Acquisitionany acquisition permitted under Section 7.03, any Subsidiary of a Loan Party the Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a whollyWholly-owned Owned Subsidiary of a Loan Party or shall be the Company Borrower and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (e) so long as no Default or Event of Default has occurred and (c) is continuing or would result therefrom, any Subsidiary that is not a Loan Party of the Borrower may merge into or amalgamate consolidate with any other Subsidiary Person or permit any other Person to merge into or consolidate with it; provided, however, that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, immediately after giving effect thereto (i) in the assets case of any such liquidated or dissolved entities are transferred merger to another domestic which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan PartyParty (other than the Borrower) is a party, such Loan Party is the surviving Person.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom: : (a) any Subsidiary of the Company may merge, amalgamate merge or consolidate with or liquidate or dissolve into (i) a Loan Party; providedBorrower, that, the Loan Party (or if the Company is involved, the Company) provided that such Borrower shall be the continuing or surviving Person, or in the case of a merger or consolidation involving C▇▇▇▇▇▇▇▇, C▇▇▇▇▇▇▇▇ shall be the continuing or surviving Person, or (ii) any one or more Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person and (B) when Wholly-Owned Subsidiary is merging or consolidating with another Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving Person; (b) any Loan Party (other than C▇▇▇▇▇▇▇▇) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to another Loan Party, and any 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 a Loan Party or to a Subsidiary that is not a Loan Party; provided that in the case of a transfer to a non-Loan Party, if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee must also be a Wholly-Owned Subsidiary; (c) in connection with a Permitted Acquisitionan Investment pursuant to Section 7.03(f), any Subsidiary of a Loan Party C▇▇▇▇▇▇▇▇ may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a whollyWholly-owned Owned Subsidiary of a Loan Party or shall be the Company C▇▇▇▇▇▇▇▇ and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than C▇▇▇▇▇▇▇▇) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and ; (d) notwithstanding anything herein so long as no Default has occurred and is continuing or would result therefrom, each of C▇▇▇▇▇▇▇▇ and any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which C▇▇▇▇▇▇▇▇ is a party, C▇▇▇▇▇▇▇▇ is the surviving Person, and (ii) in the case of any such merger to which any Loan Party (other than C▇▇▇▇▇▇▇▇) is a party, such Loan Party is the surviving Person and if either such Person is a Borrower, a Borrower is the surviving Person; (e) any Subsidiary of C▇▇▇▇▇▇▇▇ may dissolve or liquidate at any time if C▇▇▇▇▇▇▇▇ determines in good faith that such dissolution or liquidation is not materially disadvantageous to the contrary, Lenders and so long as the Loan Parties relevant Person complies with the provisions of Section 7.04(b); and (f) any Subsidiary of C▇▇▇▇▇▇▇▇ may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma convert its form from a corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consultingpartnership, LLCassociation or other entity into a corporation, a Louisiana limited liability company, so long as partnership, association or other entity at any time in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan PartyC▇▇▇▇▇▇▇▇’▇ sole discretion.

Fundamental Changes. Merge, amalgamate, DivideNo Loan Party shall merge, dissolve, liquidate, consolidate with or into another Person, except that: (a) (i) any Loan Party (other than the Parent) or any Subsidiary which is a Loan Party may merge or consolidate with or into any other Subsidiary which is a Loan Party, provided that in any merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving Person, and (ii) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Loan Party other than the Parent; (b) any Loan Party may consummate any of following transactions, provided that such transaction is otherwise permitted as a Permitted Investment, Permitted Acquisition or Permitted Disposition: (i) any Subsidiary which is not a Loan Party may merge or consolidate with or into a Loan Party, provided that a Loan Party shall be the continuing or surviving Person and that any Indebtedness incurred as a result of such fundamental change is Permitted Indebtedness, and (ii) so long as no Default exists or would immediately result therefrom: (a) any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of provided that a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (c) any Subsidiary Guarantor (other than the Parent) may liquidate or dissolve or change its legal form if the Parent determines in good faith that such action is in the best interests of the Parent and its Subsidiaries and is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein materially disadvantageous to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan PartyLenders.

Fundamental Changes. MergeSuch Credit Party will not, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except and will not permit any of its Subsidiaries that, so long as no Default exists individually or would result therefrom: (a) any Subsidiary in the aggregate, represent all or substantially all of the Company may mergeassets of Parent and its Subsidiaries taken as a whole to, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person Person, or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, thator sell, transfer, lease or otherwise dispose of (iin one transaction or in a series of transactions) all or substantially all of the Person surviving such merger or amalgamation shall be assets of Parent and its Subsidiaries taken as a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a partywhole, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, whether now owned or hereafter acquired, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person (other than the Company) may merge into a Credit Party in a transaction in which such Credit Party is the surviving entity, (ii) any Person (other than the Company), including any Affiliate, may merge with any Subsidiary of a Credit Party in a transaction in which the surviving entity is a Subsidiary of a Credit Party, (iii) any Subsidiary (other than the Company) of a Credit Party may sell, transfer, lease or otherwise dispose of its assets or stock to a Credit Party or to another Subsidiary of a Credit Party, (iv) any Subsidiary (other than the Company) of a Credit Party may liquidate or dissolve or any Credit Party or any of its Subsidiaries may sell, transfer, lease or otherwise dispose of any assets if, in each case, such sale, transfer, lease or other disposition does not involve all or substantially all of the assets of Parent and its Subsidiaries taken as a whole, (v) any Credit Party and any of its Subsidiaries may sell immaterial businesses, including Subsidiaries, in the ordinary course of business and (vi) any Subsidiary of a Credit Party formed for the purpose of acquiring a Person or a minority interest in any Person may merge into such liquidated or dissolved entities are transferred to another domestic Loan PartyPerson.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, however, that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 7.04 but subject to the terms of Sections 6.12 and 6.14 (a) any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; providedLoan Party, provided that, (i) if such transaction involves the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involvedBorrower, the Company) Borrower is the continuing or surviving Person; and entity, (cb) any Wholly Owned Subsidiary that is not a Loan Party may merge into or amalgamate consolidate with any other Wholly Owned Subsidiary that is not a Loan Party or a Loan Party; , provided that, when if such transaction involves a Loan Party, the Loan Party is the surviving entity, (c) any wholly-owned Subsidiary which is merging or amalgamating not a Loan Party may merge with another Subsidiary any Person that is not wholly-owneda Loan Party in connection with a Disposition permitted under Section 7.05, (d) any Loan Party or any Subsidiary may merge with any Person that is not a Loan Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower or Guarantor, the wholly-owned Subsidiary Borrower or Guarantor, as applicable shall be the continuing or surviving Person; corporation, and (de) notwithstanding anything herein any Wholly Owned Subsidiary 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 the contrary, the Loan Parties may liquidate have a Material Adverse Effect and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, all of its assets and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are business is transferred to another domestic a Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, provided, that, so long as no Default exists or would immediately result therefrom: : (a) any Subsidiary of may merge with: (i) the Company may mergeBorrower, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; or (ii) any one or more other Subsidiaries, provided, that, when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisitionany Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to the Borrower or to another Loan Party; (c) any Subsidiary of 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 or dissolution) to: (i) another Subsidiary that is not a Loan Party; or (ii) to a Loan Party; (d) each of the Borrower and any of its Subsidiaries may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it, in each case, in a transaction permitted by Section 7.03 or Section 7.05 (other than by reference to this Section 7.04 (or any sub-clause hereof)); provided, that, in each case, immediately after giving effect thereto: (i) in the Person surviving case of any such merger or amalgamation shall be to which the Borrower is a wholly-owned Subsidiary of a Loan Party or shall be party, the Company Borrower is the surviving Person, and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and ; (ce) upon notice to the Administrative Agent, any Subsidiary that is not a Loan Party may merge with or into a newly-created Subsidiary which is incorporated, formed or amalgamate with any other otherwise organized pursuant to the laws of the State of Delaware, solely for the purpose of reorganizing the previously existing Subsidiary that is not a Loan Partyunder the laws of the State of Delaware; provided provided, that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, if any party to such merger is a Guarantor, the assets surviving Subsidiary shall become a Guarantor if otherwise required by Section 6.13; and (f) any Loan Party (other than the Borrower) or any Subsidiary may split or otherwise divide into two or more Persons; provided, that, in each case, if any such division is of a Guarantor, the Persons resulting from such liquidated or dissolved entities are transferred to another domestic Loan Partydivision shall become Guarantors if otherwise required by Section 6.13.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the No Loan Party (or if the Company is involvedwill, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisitionnor will it permit any of its Subsidiaries to, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person Person, or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) the Person surviving such merger or amalgamation shall be a wholly-owned any Subsidiary of a Loan Party or shall be Borrower may merge into a Borrower in a transaction in which such Borrower is the Company and surviving entity, (ii) in the case of any such merger or amalgamation to which any Loan Party (other than a Borrower) may merge into any Loan Party in a transaction in which the surviving entity is a partyLoan Party, such (iii) any Subsidiary may transfer its assets to a Loan Party and any Subsidiary which is a non-Loan Party may transfer its assets to a non-Loan Party , (or if the Company is involved, the Company) is the continuing or surviving Person; and (civ) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders and (v) any non-Loan Party may merge into into, or amalgamate with consolidate with, another non-Loan Party; provided that any other Subsidiary such merger involving a Person that is not a Loan Party; provided that, when any wholly-wholly owned Subsidiary is merging immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted by the Company and its Subsidiaries on the Effective Date and businesses reasonably related or amalgamating with another Subsidiary that is not wholly-owned, incidental thereto (including the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets provision of such liquidated or dissolved entities are transferred to another domestic Loan Partyservices).

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; , provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided, that, when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into a Borrower, provided, that, in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with, and to the Company extent required by, the provisions of Section 6.12 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. MergeNo Credit Party shall, amalgamateand no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, Divide, dissolve, liquidatemerge, consolidate with or into another into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that(1) in connection with Permitted Acquisitions and other Investments permitted hereunder, so long as no Default exists or would result therefrom: (a2) any Subsidiary of (including, without limitation, the Company Borrowers or any Guarantor other than Parents) may mergemerge or amalgamate with, amalgamate or consolidate with dissolve or liquidate or dissolve into a Loan Party; provided, thatinto, the Loan Party (Borrowers or if any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Company is involved, the Company) Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving Person; entities, (b3) in connection any Foreign Subsidiary may merge with a Permitted Acquisitionor dissolve or liquidate into another Foreign Subsidiary, (4) any Subsidiary of a Loan Non-Credit Party may merge or amalgamate with or dissolve or liquidate into another Non-Credit Party or consolidate any Credit Party, (5) any Credit Party (other than Parents) may merge with or dissolve or liquidate into any other Person Credit Party (other than Parents); provided that if any Borrower is a party to such transaction, such Borrower shall be the surviving or permit any other Person to merge or amalgamate with or into or consolidate with itcontinuing entity of such transaction, and (6) transactions permitted by Sections 5.2 and 5.4; provided, thatfurther, that with respect to clauses (1), (i2), (4) and (5) above, (x) if a Parent is a party to such transaction, either the Person surviving such merger Charah Parent or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or the Allied Parent shall be the Company and surviving or continuing entity, (iiy) in the case of any such merger or amalgamation to which any Loan Party if a Borrower is a partyparty to such transaction, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not then a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary Borrower shall be the surviving or continuing entity (if being understood that, notwithstanding clause (x) above, if both a Parent and a Borrower is a party to such transaction, then a Borrower shall be the surviving or surviving Person; continuing entity) and (dz) notwithstanding anything herein if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the contrarysurviving or continuing entity. Notwithstanding the foregoing, if any of the Loan Parties may liquidate and dissolve Mobile Aquatic Solutionsforegoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as then the Borrowers shall provide notice within the time period specified in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan PartySection 5.14.

Fundamental Changes. Merge(a) The Company will not, amalgamatenor will it permit any Subsidiary to, Divide, dissolve, liquidate, merge into or consolidate with any other Person, or permit any other Person to merge into another Personor consolidate with it, or liquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Event of Default exists or would result therefrom: shall have occurred and be continuing (ai) any Subsidiary of the Company may mergemerge into the Company in a transaction in which the Company is the surviving entity, amalgamate or consolidate with (ii) any Loan Party (other than the Company) may merge or liquidate or dissolve into any Loan Party in a transaction in which the surviving entity is a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (ciii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders, (iv) any non-Loan Party may merge into, or consolidate with, a Loan Party in a transaction in which the surviving entity is a Loan Party, (v) any non-Loan Party may merge into, or consolidate with, another non-Loan Party and (vi) any Subsidiary may merge into or amalgamate consolidate with any other Subsidiary that Person in a transaction permitted under Section 6.04 in which the surviving entity is not a Loan Party; provided thatSubsidiary. (b) The Company will not, when nor will it permit any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-ownedof its Subsidiaries to, engage in any business other than businesses of the wholly-owned Subsidiary shall be type conducted by any of the continuing or surviving Person; Company and (d) notwithstanding anything herein to its Subsidiaries on the contrary, the Loan Parties may liquidate date of execution of this Agreement and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partybusinesses reasonably related thereto.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.11 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (cd) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate merge or consolidate with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging or consolidating with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge or consolidate into any Subsidiary which is a Loan Party or into the Borrower, provided that in any merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation consolidation shall be a wholly-owned Subsidiary of a Loan Party or and, if applicable, such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.12 hereof, and (ii) in the case of any such merger or amalgamation consolidation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and ; (cd) any Subsidiary Permitted Disposition described in clause (k) thereof; and (e) any CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into any Borrower, provided that in any merger involving any Borrower, such Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (cd) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. MergeThe Borrower will not, amalgamateand will not permit any of its Subsidiaries to, Divide, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person Person, or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Person Borrower in a transaction in which the Borrower is the surviving such merger or amalgamation shall be corporation, (ii) any Subsidiary may merge into any Loan Party in a wholly-owned Subsidiary of transaction in which the surviving entity is a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Loan Party and any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to any other Subsidiary that is not a Loan Party and (iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that, when that any such merger involving a Person that is not a wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is immediately prior to such merger shall not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partypermitted unless also permitted by Section 6.04.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Restricted Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or if the Company more other Restricted Subsidiaries which are not Loan Parties, provided that when any wholly-owned Restricted Subsidiary is involvedmerging with another Restricted Subsidiary, the Companywholly-owned Restricted Subsidiary shall be the continuing or surviving Person; (b) any Restricted Subsidiary[ which is a Loan Party] may merge into any other Restricted Subsidiary[ which is a Loan Party] or into the Borrower, provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; and (bc) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Restricted Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.11 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: (a) No Loan Party will, nor will it permit any Subsidiary of the Company may mergeto, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person Person, or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Borrower (other than the Person surviving such merger Company) or amalgamation shall be a wholly-owned any Subsidiary of a Loan Party or shall be Borrower may merge into a Borrower in a transaction in which a Borrower is the Company and surviving entity, (ii) in the case of any such merger or amalgamation to which any Loan Party (other than a Borrower) may merge into any Loan Party in a transaction in which the surviving entity is a partyLoan Party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (ciii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders, (iv) any non-Loan Party may merge into into, or amalgamate with consolidate with, a Loan Party in a transaction in which the surviving entity is a Loan Party and (v) any other Subsidiary non-Loan Party may merge into, or consolidate with, another non-Loan Party; provided that any such merger involving a Person that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is immediately prior to such merger shall not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partypermitted unless also permitted by Section 6.06.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: Dispose of (awhether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan PartyPerson; provided, that, notwithstanding the Loan Party foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) Parent or if any Issuer may merge or consolidate with any Subsidiary that is not an Issuer, provided that Parent or the Company is involved, the Company) applicable Issuer shall be the continuing or surviving Person; entity, (b) any Note Party (other than Parent and the Issuers) may merge or consolidate with any other Note Party (other than Parent and the Issuers), (c) any Subsidiary that is not a Note Party may be merged or consolidated with or into any Note Party, provided that the continuing or surviving Person shall be such Note Party or concurrently therewith becomes a Note Party, (d) any Subsidiary that is not a Note Party may be merged or consolidated with or into any other Subsidiary that is not a Note Party, (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of its assets and business are transferred to a Note Party or, solely in the case of a Subsidiary that is not a Note Party, another Subsidiary that is not a Note Party prior to or concurrently with such dissolution, liquidation or winding up, and (f) in connection with a any Permitted AcquisitionAcquisition or other Investment permitted under Section 8.02, Parent or any Subsidiary of a Loan Party Parent may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, so long as (i) the Person surviving such merger or amalgamation with any Subsidiary shall be a whollydirect or indirect Wholly-owned Owned Subsidiary of a Loan Party or shall be the Company and Parent, (ii) in the case of any such merger or amalgamation to which any Loan Party Parent or an Issuer is a party, Parent or such Loan Issuer, as applicable, is the surviving Person, and (iii) in the case of any such merger to which a Note Party (other than Parent or if the Company an Issuer) is involveda party, the Companysurviving Person is such Note Party or concurrently therewith becomes a Note Party; provided that in the case of (a) is through (d) and (f) above, no entity organized in any political subdivision of the United States may merge or consolidate with and into, or be merged or consolidated with or into, an entity organized in a jurisdiction other than another political subdivision of the United States. 81 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 8.05 Dispositions. Make any Disposition (which for the avoidance of doubt shall not include any Permitted Transfer) unless (a) the consideration paid in connection therewith shall be at least 75% cash or Cash Equivalents paid contemporaneous with consummation of the transaction and shall be in an amount not less than the fair market value (as reasonably determined by Parent in good faith) of the property disposed of, (b) no Default or Event of Default shall have occurred and be continuing or surviving Person; both immediately prior to and after giving effect to such Disposition, (c) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided thatSubsidiary, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to such transaction does not involve a sale, transfer, license (other than Permitted License) or other disposition of XHANCE or any rights related thereto in the contrary, United States or any state or political subdivision thereof and (e) the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, aggregate fair market value of all of the assets sold or otherwise disposed of in such liquidated Disposition together with the aggregate fair market value of all assets sold or dissolved entities are transferred to another domestic Loan Partyotherwise disposed of by Parent and its Subsidiaries in all such transactions occurring during the term of this Agreement does not exceed $5,000,000.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) any Subsidiary of the Company Borrower may merge, amalgamate merge or consolidate with or liquidate or dissolve into a Loan Party; provided, that, any of its Subsidiaries provided that the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; corporation, (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party other than the Borrower may merge or amalgamate with or into or consolidate with any other Person Loan Party other than the Borrower, (c) any Foreign Subsidiary may be merged or permit any other Person to merge or amalgamate consolidated with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, provided that such Loan Party (or if the Company is involved, the Company) is shall be the continuing or surviving Person; and corporation, (cd) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) any Subsidiary of the Borrower may merge with any Person that is not a Loan Party may merge into in connection with a Disposition permitted under Section 8.05 or amalgamate with any other Subsidiary that is not a Loan Party; Permitted Acquisition provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-ownedif such transaction involves the Borrower, the wholly-owned Subsidiary Borrower shall be the continuing or surviving Person; corporation and (dg) notwithstanding anything herein to any Wholly Owned Subsidiary of the contraryBorrower may dissolve, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutionsor wind up its affairs at any time provided that such dissolution, Inc.liquidation or winding up, an Oklahoma corporationas applicable, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, could not have a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan PartyMaterial Adverse Effect.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, or consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; Party may merge with any Excluded Subsidiary, provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; ; (b) any Loan Party may merge into any Loan Party, provided, that, in any merger involving one or more Borrowers, a Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Restricted Subsidiary of (other than a Loan Party Party) may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; , provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; ; (d) any Restricted Subsidiary may be wound up and dissolved, provided, that, promptly upon the commencement of the winding up or any action to dissolve such Restricted Subsidiary, (i) any assets of such Restricted Subsidiary which constitute Collateral are either (A) transferred to a Loan Party and are subject to the valid perfected first priority security interest of the Administrative Agent as to any ABL Priority Collateral and valid perfected second priority security interest of Administrative Agent as to any Term Loan Priority Collateral or (B) are subject to a Permitted Disposition and (cii) any such Restricted Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not Borrower shall cease to be a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan PartyBorrower.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: (a) None of the Borrower or any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may will merge or amalgamate with or into or consolidate with any other Person Person, or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, or liquidate or dissolve, except that, (i) any Person (other than the Borrower) may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving entity, (ii) any Person (other than the Borrower) may merge or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary (and, if any party to such merger or amalgamation consolidation is a Loan Party, is a Loan Party), (iii) any Subsidiary (other than the Borrower) may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary, (iv) any Subsidiary (other than the Borrower) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04; provided that if such Subsidiary is a Loan Party the continuing or surviving Person shall be a Loan Party and (v) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Subsidiary immediately prior thereto shall not be permitted unless it is also permitted under Section 6.04 or 6.05. (b) None of a Loan Party the Borrower or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with will engage to any material extent in any business other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, than businesses of the wholly-owned Subsidiary shall be type conducted by the continuing or surviving Person; Borrower and (d) notwithstanding anything herein to the contrary, Subsidiaries on the Loan Parties may liquidate Effective Date and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partybusinesses reasonably related thereto.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (ai) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (bii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (ii) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; (iii) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.12 hereof and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (civ) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: Dispose of (awhether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan PartyPerson; provided, that, notwithstanding the Loan Party foregoing provisions of this Section 7.04 but subject to the terms of Sections 6.13 and 6.14, (a) the Borrower may merge or if consolidate with any of its Subsidiaries provided that the Company is involved, the Company) Borrower shall be the continuing or surviving Person; corporation, (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party other than the Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be other than the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a partyBorrower, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Restricted Subsidiary that is not a Loan Party may merge be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or amalgamate surviving corporation, (d) any Restricted Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Restricted Subsidiary that is not a Loan Party, (e) the Borrower and any Restricted Subsidiary may engage in a Permitted Transfer, an Investment permitted by Section 7.03 or a Restricted Payment permitted by Section 7.06 (in each case other than by reference to this Section 7.04 (or any clause hereof)), and (f) any Subsidiary of the Borrower that is not a Loan Party may be dissolved, liquidated or wound up; provided provided, that, when prior to or simultaneously with any wholly-owned such dissolution, liquidation or winding up, all assets of such Subsidiary is merging (other than GDX Automotive SAS, Snappon SA or amalgamating with another any other Foreign Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (da Material Foreign Subsidiary) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic a Loan PartyParty or, to the extent required by law or binding contract, a creditor or creditors thereof.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the a Borrower or to another Loan Party; (b) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the Company may merge, amalgamate nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or consolidate with or liquidate or dissolve into (ii) a Loan Party; provided, that, the Loan Party ; (or if the Company is involved, the Company) shall be the continuing or surviving Person; (bc) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company Borrower and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than a Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (d) so long as no Default has occurred and (c) is continuing or would result therefrom, each of the Borrowers and any Subsidiary that is not a Loan Party of its Subsidiaries may merge into or amalgamate consolidate with any other Subsidiary Person or permit any other Person to merge into or consolidate with it; provided, however, that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, immediately after giving effect thereto (i) in the case of any such merger to which a Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than a Borrower) is a party, such Loan Party is the surviving corporation; and (e) NEPTCO JV may dispose of all or substantially all its assets (including any Disposition that is in the nature of such liquidated or dissolved entities are transferred a liquidation) to another domestic any Loan PartyParty and NEPTCO JV may be dissolved.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or if the Company more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is involvedmerging with another Subsidiary, the Company) wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.12 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (cd) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) any Subsidiary of the Company Borrower may merge, amalgamate merge or consolidate with or liquidate or dissolve into a Loan Party; provided, that, any of its Subsidiaries provided that the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; corporation, (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party other than the Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be other than the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a partyBorrower, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Material Subsidiary that is not a Loan Party may merge be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or amalgamate surviving corporation, and (d) any Material Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party; provided thatthat (i) the surviving entity shall be deemed a Material Subsidiary upon the consummation of such merger or consolidation, when any wholly-(ii) if one Subsidiary to such merger or consolidation is a wholly owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-ownedSubsidiary, the wholly-wholly owned Subsidiary shall be the continuing or surviving Person; entity, and (diii) notwithstanding anything herein if Syntel India is a party to such merger or consolidation, Syntel India shall be the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability surviving company, (e) any Material Subsidiary may Dispose of any or all of its assets pursuant to a Disposition permitted by Section 8.05 (other than Section 8.05(b)) and River Consulting, LLC, a Louisiana limited liability company, (f) any Subsidiary may be dissolved or liquidated so long as any Dispositions in each case, the assets of connection with any such liquidated liquidation or dissolved entities dissolution are transferred to another domestic Loan Partypermitted under this Section 8.04.

Fundamental Changes. MergeEnter into any merger, amalgamateconsolidation or amalgamation, Divide, dissolve, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except that, so long as no Default exists or would result therefrom: : (a) any Subsidiary of the Company Borrower may merge, amalgamate be merged or consolidate consolidated with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party Borrower (or if provided that the Company is involved, the Company) Borrower shall be the continuing or surviving Person; (bcorporation) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, Subsidiary Guarantor (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) provided that in the case of any such merger or amalgamation to which any Loan Party is merging with a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party, the surviving entity shall be or become, substantially simultaneously therewith, a Loan Party); (b) any non-Loan Party Subsidiary may be merged or consolidated with or into any other non-Loan Party Subsidiary; (i) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets to the Borrower or any Loan Party (upon voluntary liquidation or otherwise), (ii) any non-Loan Party Subsidiary may Dispose of all or substantially all of its assets to another non-Loan Party Subsidiary (upon voluntary liquidation or otherwise) or (iii) Borrower or any Subsidiary of the Borrower may Dispose of all or substantially all of its assets pursuant to a Disposition permitted by Section 7.5; provided that, when that any wholly-owned Subsidiary is merging or amalgamating with such Disposition by the Borrower must be to another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and Loan Party; (d) notwithstanding anything herein to the contraryany Investment permitted by Section 7.7 may be structured as a merger, the Loan Parties consolidation or amalgamation; and (e) any Subsidiary that has no material assets may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated be dissolved or dissolved entities are transferred to another domestic Loan Partyliquidated.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, amalgamate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company Holdings which is not a Loan Party may merge, amalgamate or consolidate with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any other Person; (b) any Subsidiary of Holdings which is a Loan Party may merge, amalgamate or consolidate into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger, amalgamation or consolidation involving a Borrower, a Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party Holdings may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or merge, amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving PersonPerson or, alternatively, such surviving Person executes the joinder documents contemplated by Section 6.11; and and (cd) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging . (e) Intermediate Holdco may dissolve or amalgamating with may merge or consolidate into another Subsidiary that is not wholly-owned, Person; (f) Holdings may merge or consolidate into another Person organized under the wholly-owned Subsidiary shall be laws of the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, United States so long as in each casesuch transaction does not constitute a Change of Control; and (g) any merger, the assets of such liquidated dissolution, amalgamation or dissolved entities are transferred consolidation to another domestic Loan Partyeffectuate a Disposition permitted hereunder may be consummated.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Company may merge or consolidate with any of its Subsidiaries provided that the Company shall be the continuing or surviving Person, (b) any Domestic Loan Party other than the Company may merge or consolidate with any other Domestic Loan Party other than the Company, (c) any Foreign Subsidiary may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving Person, (d) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary; provided that if any such Person is a Designated Borrower, a Designated Borrower shall be the continuing or surviving Person, (e) any Subsidiary of the Company may merge, amalgamate or consolidate merge with or liquidate or dissolve into any Person that is not a Loan Party; provided, Party in connection with a Disposition permitted under Section 8.05 or a Permitted Acquisition provided that, the Loan Party (or if the Company is involvedsuch transaction involves any Designated Borrower, the Company) such Designated Borrower, as applicable, shall be the continuing or surviving Person; , (bg) in connection with a Permitted Acquisition, any Wholly Owned Subsidiary of the Company (other than any Designated Borrower) may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not have a Loan Party Material Adverse Effect, and (h) FTI US LLC may merge or amalgamate with or and into or consolidate FTI International LLC, with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is FTI International LLC being the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.12 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (cd) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) any Subsidiary of the Company Borrower may merge, amalgamate merge or consolidate with or liquidate or dissolve into a Loan Partyany Subsidiary; provided, that, provided that the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; entity, (b) in connection with a Permitted Acquisition, any Domestic Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with itDomestic Subsidiary; provided, that, (i) the Person surviving such merger or amalgamation shall be provided that if a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such party thereto then a Loan Party (or if the Company is involved, the Company) is shall be the continuing or surviving Person; and entity, (c) any Foreign Subsidiary that is not a Loan Party may merge into or amalgamate consolidate with any other Subsidiary that is not a Loan PartyDomestic Subsidiary; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned a Domestic Subsidiary shall be the continuing or surviving Person; entity (and if a Loan Party is a party thereto then a Loan Party shall be the continuing or surviving entity), (d) notwithstanding anything herein to any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) any Subsidiary may merge with any Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05 or a Permitted Acquisition; provided that, if such transaction involves the contraryBorrower, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma Borrower shall be the continuing or surviving corporation, DEVCO USAand (g) any Wholly Owned Subsidiary may dissolve, LLCliquidate or wind up its affairs at any time provided that such dissolution, an Oklahoma limited liability companyliquidation or winding up, and River Consultingas applicable, LLC, could not reasonably be expected to have a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan PartyMaterial Adverse Effect.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) any Subsidiary of the Company Borrower may merge, amalgamate merge or consolidate with any of its Subsidiaries, provided, that, the Borrower shall be the continuing or liquidate surviving corporation, (b) any Loan Party (other than the Borrower) may merge or dissolve into a consolidate with any other Loan PartyParty (other than the Borrower); provided, that, the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; (b) in connection with remain a Permitted Acquisition, any direct Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; providedRedHill Parent, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge be merged or consolidated with or into any Loan Party; provided, that, such Loan Party shall be the continuing or amalgamate surviving corporation and no Subsidiary of the Borrower may be merged or consolidated with RedHill Parent or a Prohibited Subsidiary, and (d) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party; provided provided, that, when any wholly-owned no Subsidiary is merging of the Borrower may be merged or amalgamating consolidated with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing RedHill Parent or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan PartyProhibited Subsidiary.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: Dispose of (awhether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan PartyPerson; provided, that, notwithstanding the Loan Party foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.13, (a) the Parent may merge or if consolidate with any of its Subsidiaries provided that the Company is involved, the Company) Parent shall be the continuing or surviving Person; corporation, (b) any Loan Party other than the Parent may merge or consolidate with any other Loan Party other than the Parent, (c) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into any other Consolidated Party which is not a Loan Party, (e) any Subsidiary of the Parent may merge with any Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05, (f) any Borrower or any Subsidiary of the Parent may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving if such merger or amalgamation shall be transaction involves a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a partyBorrower, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary Borrower shall be the continuing or surviving Person; corporation and (dg) notwithstanding anything herein to any Subsidiary of the contraryParent may dissolve, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutionsor wind up its affairs at any time provided that such dissolution, Inc.liquidation or winding up, an Oklahoma corporationas applicable, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, would not have a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan PartyMaterial Adverse Effect.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or to another Loan Party; (b) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the Company may merge, amalgamate nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or consolidate with or liquidate or dissolve into (ii) a Loan Party; provided, that, the Loan Party ; (or if the Company is involved, the Company) shall be the continuing or surviving Person; (bc) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company Borrower and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than a Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (d) so long as no Event of Default has occurred and (c) is continuing or would result therefrom, each of the Borrowers and any Subsidiary that is not a Loan Party of its Subsidiaries may merge into or amalgamate consolidate with any other Subsidiary Person or permit any other Person to merge into or consolidate with it; provided, however, that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, immediately after giving effect thereto (i) in the assets case of any such liquidated or dissolved entities are transferred merger to another domestic which a Borrower is a party, a Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan PartyParty (other than a Borrower) is a party, such Loan Party is the surviving corporation.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, liquidate or consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: that (a) any Subsidiary of the Company Borrower may merge, amalgamate merge or consolidate with or liquidate or dissolve into a Loan Partyany of its Subsidiaries; provided, that, provided that the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; , (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge be merged or amalgamate consolidated with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with itSubsidiary; provided, thatfurther, (i) the Person surviving that if such merger or amalgamation shall be consolidation is with respect to a wholly-owned Subsidiary of that is a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a partyParty, then either such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person or such surviving Person shall become a Loan Party promptly after such merger or consolidation, (c) the Borrower or any of its Subsidiaries may merge or consolidate with any other Person; provided that (i) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving Person and (ii) if such Subsidiary is a Loan Party, then either such Loan Party shall be the continuing or surviving Person or such surviving Person shall become a Loan Party promptly after such merger or consolidation, (d) notwithstanding anything herein any Subsidiary (other than a Loan Party) may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability companyhave a Material Adverse Effect, and River Consulting, LLC, a Louisiana limited liability company, so long (e) the Borrower may participate in such mergers and consolidations as in each case, may be necessary to consummate the assets of such liquidated or dissolved entities are transferred to another domestic Loan PartyAssumption contemplated by Section 11.06(g).

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (a) any Subsidiary of may merge with (i) the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan PartyBorrower; provided, that, provided that the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (c) any Subsidiary of that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (d) each of the Borrower and any of its Subsidiaries may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, thathowever, that in each case, immediately after giving effect thereto (i) in the Person surviving case of any such merger or amalgamation shall be to which the Borrower is a wholly-owned Subsidiary of a Loan Party or shall be party, the Company Borrower is the surviving Person and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (ce) any Subsidiary that is not a Loan Party Material Domestic Subsidiary may merge into or amalgamate with any other Subsidiary dissolve; provided that is not all of such Subsidiary’s assets are first transferred to a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. MergeEnter into any merger, amalgamateconsolidation or amalgamation, Divide, dissolve, or liquidate, consolidate 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 Loan Party may be merged or consolidated with or into another Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or provided that if such transaction involves the Company is involvedBorrower, the Company) shall be Borrower is the continuing or surviving Personentity); (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge be merged or consolidated with or into or amalgamate with any other (A) another Subsidiary that is not a Loan Party; Party or (B) a Loan Party (provided that, when any wholly-owned that a Loan Party is the surviving entity and if such Subsidiary is merging an Unrestricted Subsidiary, any Indebtedness of or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, Lien granted on the assets of such liquidated Subsidiary is permitted by Sections 7.2 and 7.3), and may Dispose of any or dissolved entities are transferred all of its assets to another domestic any Group Member; (b) any Restricted Subsidiary may Dispose of any or all of its assets (i) to the Borrower, any other Loan Party or, if such Restricted Subsidiary is not a Loan Party, a Restricted Subsidiary, or (ii) pursuant to a Disposition permitted by Section 7.5; (c) the Borrower may contribute Equity Interests or assets of any or all of its Subsidiaries to any Loan Party; (d) any Investment permitted by Section 7.8 (including a Permitted Acquisition) or Permitted Tax Restructuring may be structured as a merger, consolidation or amalgamation; and (e) the Borrower may make Dispositions permitted by Section 7.5. The foregoing provisions shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Borrower.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division); provided that, notwithstanding the foregoing provisions of this Section 7.04 but subject to the terms of Sections 6.13 and 6.14, and so long as no Default exists or would result therefrom: , (a) any Subsidiary of the Company Borrower may merge, amalgamate merge or consolidate with or liquidate or dissolve into a Loan Party; provided, any of its Subsidiaries provided that, the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; corporation, (b) subject to the proviso in connection with a Permitted Acquisitionclause (a), any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person Loan Party, (c) any Foreign Subsidiary may be merged or permit any other Person to merge or amalgamate consolidated with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, provided that such Loan Party (or if the Company is involved, the Company) is shall be the continuing or surviving Person; and corporation, (cd) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) the Borrower or any Subsidiary may merge with any Person that is not a Loan Party may merge into or amalgamate in connection with any other Subsidiary that is not a Loan Party; Permitted Acquisition provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-ownedif such Permitted Acquisition involves the Borrower, the wholly-owned Subsidiary Borrower shall be the continuing or surviving Person; corporation and if such Permitted Acquisition involves any other Loan Party, such Loan Party shall be the continuing or surviving corporation, (f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time if such Subsidiary is inactive or holds assets of a de minimusminimis value, (g) any Loan Party and any Subsidiary may make any Permitted Investments and (dh) notwithstanding anything herein to the contrary, the any Loan Parties Party and any Subsidiary may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partymake any Disposition permitted under Section 7.05.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, merge or amalgamate or consolidate with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into or amalgamate with any Subsidiary which is a Loan Party or into or with the Lead Borrower, provided that in any merger or amalgamation involving the Lead Borrower, the Lead Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, that (i) the Person surviving or continuing following such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.12 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the surviving or continuing or surviving Person; and and (cd) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each case, pursuant to a Division), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; , provided, that, that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided, that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into a Borrower, provided, that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; it; provided, that, that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.11 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and Person; and (cd) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, amalgamation or consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: : (a) any Subsidiary of the Company Holdings may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, (i) the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , (ii) a Borrower may not merge into or amalgamate with Holdings and (iii) in the case of any merger or amalgamation of a Borrower and a Subsidiary Guarantor, such Borrower shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with into any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, effectuate any division into two or more Persons or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (a) any Subsidiary of the Company may merge, amalgamate merge or consolidate with or liquidate or dissolve into a Loan Party; provided(i) any Borrower, that, the Loan Party (or if the Company is involved, the Company) provided that such Borrower shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging or consolidating with another Subsidiary that is not a Loan Party, such Loan Party shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Borrower or to another Loan Party, and in connection therewith, dissolve or liquidate; (c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (d) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party any Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a whollyWholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.Borrower and

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person (including by division), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the Company may merge, amalgamate nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or consolidate with or liquidate or dissolve into (ii) to a Loan Party; provided, that, the Loan Party ; (or if the Company is involved, the Company) shall be the continuing or surviving Person; (bc) in connection with a any Permitted Acquisition or the Permitted Foreign Acquisition, any Subsidiary of a Loan Party the Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company Borrower and (ii) in the case of any such merger or amalgamation to which any Loan Party Guarantor is a party, such the surviving Person shall be or contemporaneously therewith shall become a Loan Party Party; and (or if the Company d) so long as no Default has occurred and is involved, the Company) is the continuing or surviving Person; would result therefrom, each of the Borrower and (c) any Subsidiary that is not a Loan Party of its Subsidiaries may merge into or amalgamate consolidate with any other Subsidiary Person or permit any other Person to merge into or consolidate with it; provided, however, that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, immediately after giving effect thereto (i) in the assets case of any such liquidated merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Guarantor is a party, the surviving Person shall be or dissolved entities are transferred to another domestic become a Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: therefrom and, so long as the Lien on and security interest in such property granted or to be granted in favor of the Administrative Agent under the Collateral Documents shall be maintained or created in accordance with the provisions of Sections 5.12 and 5.17 (subject to Article VIII): (a) any Subsidiary of the Company may mergemerge with (i) Vonage America, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) provided that Vonage America shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries, provided that when any Loan Party (other than Holdings) is merging with another Subsidiary that is not a Loan Party, such Loan Party shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Vonage America or to another Loan Party (other than Holdings); (c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (d) in connection with a Permitted Acquisitionany acquisition permitted under Section 6.03, any Subsidiary of a Loan Party any Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Wholly Owned Subsidiary of a Loan Party or shall be the Company such Borrower and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than a Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (e) so long as no Default has occurred and (c) is continuing or would result therefrom, any Subsidiary that is not a Loan Party of either Borrower may merge into or amalgamate consolidate with any other Subsidiary Person or permit any other Person to merge into or consolidate with it; provided, however, that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, immediately after giving effect thereto (i) in the assets case of any such liquidated or dissolved entities are transferred merger to another domestic which any Borrower is a party, such Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan PartyParty (other than a Borrower) is a party, such Loan Party is the surviving corporation.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Restricted Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or if the Company more other Restricted Subsidiaries which are not Loan Parties, provided that when any wholly-owned Restricted Subsidiary is involvedmerging with another Restricted Subsidiary, the Companywholly-owned Restricted Subsidiary shall be the continuing or surviving Person; (b) any Restricted Subsidiary may merge into any other Restricted Subsidiary or into the Borrower, provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; and (bc) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Restricted Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.11 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, acquire, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Equity Interests or assets (whether now owned or hereafter acquired), of, to or in favor of, any Person, except that, so long as no Default exists or would result therefrom: : (ai) any Subsidiary of Loan Party may merge with (A) the Company, provided that the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (bB) in connection with a Permitted Acquisitionany one or more other Loan Parties, provided that when any Subsidiary of a other Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party that is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary Subsidiary, the Loan Party that is not wholly-owned, the a wholly-owned Subsidiary shall be the continuing or surviving Person; and (dii) notwithstanding anything herein any wholly-owned Subsidiary that is not a Loan Party may merge with the Company, any Loan Party, or any other wholly-owned Subsidiary, provided that when such wholly-owned Subsidiary is merging with the Company or a Loan Party, the Company or such Loan Party shall be the continuing or surviving Person, and provided further that when such wholly-owned Subsidiary is merging with another wholly-owned Subsidiary that is not a Loan Party but whose Equity Interests are pledged to an Agent for the benefit of the Lenders, the wholly-owned Subsidiary whose Equity Interests are so pledged shall be the continuing or surviving Person or, subject to the contrarylimitations set forth in Section 10.20, the Equity Interests of the continuing or surviving Person shall be pledged to such Agent pursuant to a pledge agreement on terms satisfactory to such Agent; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Loan Party; provided that if the transferor in such a transaction is a Loan Party that is a wholly-owned Subsidiary, then the transferee must either be the Company or another Loan Party that is a wholly-owned Subsidiary; and (c) the Company, any wholly owned Domestic Subsidiary, or any wholly owned Restricted Foreign Subsidiary may acquire any entity (each a “Permitted Acquisition”) where: (i) the business or division acquired are for use, or the Person acquired is engaged, in the same as, or related to, the businesses engaged in by the Loan Parties on the Closing Date; (ii) immediately before and after giving effect to such acquisition, (A) if the Delayed Draw Borrowing Date has not occurred prior to such acquisition, the amount by which the Aggregate U.S. Revolving Loan Commitments exceeds the aggregate Outstanding Amount of all U.S. Revolving Loans is greater than or equal to $10,000,000; or (B) if the Delayed Draw Borrowing Date has occurred prior to such acquisition, (1) the amount by which the Aggregate U.S. Revolving Loan Commitments exceeds the aggregate Outstanding Amount of all U.S. Revolving Loans is greater than or equal to $15,000,000; and (2) the amount by which the sum of the Aggregate U.S. Revolving Loan Commitments plus the Aggregate Australian Revolving Commitments exceeds the aggregate Outstanding Amount of all U.S. Revolving Loans and all Australian Revolving Loans is greater than or equal to $25,000,000; (iii) immediately before and after giving effect to such acquisition, no Default or Event of Default shall exist; (iv) [Reserved]; (v) immediately after giving effect to such acquisition, the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 7.11; provided that for purposes of this clause, if the pro forma Consolidated Leverage Ratio (calculated after giving effect to such proposed acquisition and any Indebtedness incurred in connection therewith) is equal to or greater than 3.75 to 1.00 then the applicable financial ratio and restriction under Section 7.11(c) to be satisfied for purposes of this clause shall be deemed to be 0.25 to 1.00 lower than the actual ratio required under Section 7.11(c); (vi) in the case of the acquisition of any Person, the board of directors or similar governing body of such Person has approved such acquisition; (vii) reasonably prior to such acquisition, the Administrative Agent shall have received complete executed or conformed copies of each material document, instrument and agreement to be executed in connection with such acquisition together with all lien search reports and lien release letters and other documents as the Administrative Agent may liquidate require to evidence the termination of Liens (other than Liens otherwise permitted pursuant to Section 7.01) on the assets or business to be acquired; (viii) not less than ten Business Days prior to such acquisition, the Administrative Agent shall have received an acquisition summary with respect to the Person and/or business or division to be acquired, such summary to include a reasonably detailed description thereof (including financial information) and dissolve Mobile Aquatic Solutionsoperating results (including financial statements for the most recent 12 month period for which they are available and as otherwise available), Inc.the terms and conditions, including economic terms, of the proposed acquisition, and the Company’s calculation of pro forma Consolidated EBITDA relating thereto; (ix) the Administrative Agent and Required Lenders shall have approved (which approval will not be unreasonably withheld) the Company’s computation of pro forma Consolidated EBITDA; (x) subject to the limitations set forth in Section 10.20, consents have been obtained in favor of the Administrative Agent and the Lenders to the collateral assignment of rights and indemnities under the related acquisition documents and opinions of counsel for the Company and its Subsidiaries and (if delivered to the Company and its Subsidiaries) the selling party in favor of the applicable Agent and the Lenders have been delivered; (xi) the provisions of Section 6.15 have been satisfied; (xii) in the case of an Oklahoma corporationacquisition by the Company or a wholly owned Domestic Subsidiary, DEVCO USAsubject to the limitations set forth in Section 10.20, LLCsimultaneously with the closing of such acquisition, an Oklahoma limited liability the target company (if such acquisition is structured as a purchase of equity) or the Company or such Domestic Subsidiary (if such acquisition is structured as a purchase of assets or a merger and the Company or such Domestic Subsidiary is the surviving entity) executes and delivers to the applicable Agent (a) such documents necessary to grant to such Agent for the benefit of the applicable Lenders a first priority Lien in all of the personal assets of such target company or surviving company, and River Consultingtheir respective Subsidiaries, LLCeach in form and substance satisfactory to such Agent and (b) an unlimited Guaranty of the Obligations, or at the option of the applicable Agent in such Agent’s absolute discretion, a Louisiana limited liability joinder agreement satisfactory to such Agent in which such target company or surviving company, so long as and their respective Subsidiaries becomes a Borrower under this Agreement and assumes primary, joint and several liability for the Obligations; and (xiii) in the case of an acquisition by or of a Restricted Foreign Subsidiary, (a) the applicable Agent (1) has received and reviewed the Organization Documents of each caseRestricted Foreign Subsidiary involved in the transaction and such Agent is satisfied in its reasonable discretion that such Organization Documents do not contain any prohibition or condition with respect to the documents described in clause (b), below, and (2) has received evidence to its reasonable satisfaction that such acquisition and the related Investments in the Restricted Foreign Subsidiaries are not prohibited by, and the pledges and guarantees described in clause (b), below, will not be deemed null and void due to the operation of, the assets applicable financial assistance, corporate benefit and banking monopoly laws and regulations of the jurisdiction of the relevant Restricted Foreign Subsidiary, (b) subject to the limitations set forth in Section 10.20, simultaneously with the closing of such liquidated acquisition, each Restricted Foreign Subsidiary involved in the transaction executes and delivers to the applicable Agent (1) such documents necessary to grant to such Agent for the benefit of the applicable Lenders a pledge of the Equity Interests of each direct Subsidiary of each Restricted Foreign Subsidiary involved in the transaction, each in form and substance reasonably satisfactory to such Agent, (2) an unlimited Guaranty of the Obligations by each Restricted Foreign Subsidiary involved in the transaction, or dissolved entities are transferred at the option of the applicable Agent in such Agent’s absolute discretion, a joinder agreement satisfactory to another domestic Loan Partysuch Agent in which such target company or surviving company, and their respective Subsidiaries becomes a Borrower under this Agreement and assumes primary, joint and several liability for the Obligations, and (c) simultaneously with the closing of such acquisition, each Restricted Foreign Subsidiary involved in the transaction causes to be delivered to the applicable Agent opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the applicable Agent, as may be required by the applicable Agent in its reasonable discretion.

Fundamental Changes. MergeEach Loan Party will not, amalgamateand will not permit any of its Subsidiaries (other than any Excluded Subsidiaries) to, Dividechange its name; change its tax, dissolve, charter or other organizational identification number; change its form or jurisdiction of organization; liquidate, wind up its affairs or dissolve itself; consummate or unwind a statutory division; or merge, combine, amalgamate or consolidate with or into another any Person, except thatwhether in a single transaction or in a series of related transactions, so long as no Default exists or would result therefrom: except: (a) (i) any Subsidiary of the Company US Loan Party may merge, amalgamate or consolidate with any other US Loan Party, (ii) any Belgian Loan Party may merge, amalgamate or liquidate consolidate with any other Belgian Loan Party or dissolve into a US Loan Party, (iii) any Luxembourg Loan Party may merge, amalgamate or consolidate with any other Loan Party; provided, that, the (A) unless a Luxembourg Loan Party (is merging, amalgamating or if the Company is involvedconsolidating with another Luxembourg Loan Party, the Companyother Loan Party is the surviving or continuing Person, (B) in each case where a US Loan Party is merging, amalgamating or consolidating, the US Loan Party is the surviving Person, (C) in the case of any merger, amalgamation or consolidation involving a US Borrower, the US Borrower is the surviving Person, and (D) the Lien on and security interest in the assets granted or to be granted in favor of Agent under the applicable Security Document shall be maintained or created in accordance with the continuing or surviving Person; provisions of Section 10.1.9; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party that is not a Loan Party may merge or merge, amalgamate with or into or consolidate with a Loan Party, provided, that, (i) the Loan Party is the surviving Person and (ii) as of the date of any other Person such merger, amalgamation or permit consolidation and after giving effect thereto, no Event of Default exists or has occurred and is continuing; (c) any other Person to merge or Subsidiary of a Loan Party that is not a Loan Party may merge, amalgamate with or into or consolidate with itanother Subsidiary of a Loan Party that is not a Loan Party; (i) any Subsidiary of Parent (other than a Borrower) with nominal assets and nominal liabilities may liquidate or dissolve, (ii) any Loan Party (other than Parent or a Borrower) or any Subsidiary of a Loan Party that is not a Loan Party may liquidate or dissolve so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to (A) in the case of a liquidating or dissolving Belgian Loan Party or Subsidiary of a Belgian Loan Party, a Belgian Loan Party or US Loan Party that is not liquidating or dissolving, (B) in the case of a liquidating or dissolving US Loan Party or Subsidiary of a US Loan Party, a US Loan Party that is not liquidating or dissolving, (C) in the case of a liquidating or dissolving Luxembourg Loan Party or Subsidiary of a Luxembourg Loan Party, a Luxembourg Loan Party, Belgian Loan Party or US Loan Party, in each case that is not liquidating or dissolving; (e) a Loan Party may change its name, change its tax, charter or other organizational identification number, change its form or jurisdiction of organization; provided, that, (i) the Person surviving Agent shall have received not less than five (5) Business Days’ prior written notice of any such merger change with reasonable detail as to such change (or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any a change to a tax, charter or other organizational identification number, promptly after the issuance of such merger or amalgamation to which any Loan Party is a partynumber by the applicable Governmental Authority), such Loan Party (or if the Company is involved, the Companyii) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into only change its jurisdiction of organization to a jurisdiction in the United States or amalgamate with any such other Subsidiary that is not a Loan Party; provided thatjurisdiction as may be acceptable to Agent, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (diii) notwithstanding anything herein to on or about the contrarydate of any such change, the Loan Parties shall execute and deliver such agreements as Agent may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Partyreasonably require.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (a) any Subsidiary of may merge with (i) the Company; provided that the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party; (c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (d) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party the Company may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a whollyWholly-owned Owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Company) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (e) so long as no Default has occurred and (c) is continuing or would result therefrom, each of the Company and any Subsidiary that is not a Loan Party of its Subsidiaries may merge into or amalgamate consolidate with any other Subsidiary Person or permit any other Person to merge into or consolidate with it; provided, however, that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, immediately after giving effect thereto (i) in the assets case of any such liquidated or dissolved entities are transferred merger to another domestic Loan Party.which the Company is a party, the Company

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party (other than an Excluded Subsidiary) may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Excluded Subsidiary may merge with any other Excluded Subsidiary; (c) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; (d) the Loan Parties may consummate the transactions contemplated by the Gaiam Acquisition Agreement; and (e) in connection with a Permitted Acquisition, any Subsidiary (other than an Excluded Subsidiary) of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.11 hereof, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in any merger involving the Borrower, the Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or and such Person shall be become a Loan Party in accordance with the Company provisions of Section 6.12 hereof and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (cd) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, liquidate or consolidate with or into another Person, except that, that so long as no Default exists or would result therefrom: , (a) any Subsidiary of the Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) of its Subsidiaries provided that the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) Borrower is the continuing or surviving Person; and , (cb) any Subsidiary that is not a Loan Party may merge into or amalgamate consolidate with any other Subsidiary provided that is not if a Loan Party; provided thatParty is a party to such transaction, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; Person is a Loan Party or such surviving Person becomes a Loan Party concurrently with the consummation of such merger or consolidation, (c) the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition or other transaction permitted hereunder provided that (i) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving Person and (ii) if a Loan Party is a party to such transaction, such Loan Party is the surviving Person or such surviving Person becomes a Loan Party concurrently with the consummation of such transaction and (d) notwithstanding anything herein any Subsidiary may dissolve, liquidate or wind up its affairs (including by “striking off” or similar proceeding) at any time provided that (i) such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and (ii) the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the residual assets of such liquidated or dissolved entities are Subsidiary shall be transferred to another domestic (x) a Loan Party, if such Subsidiary is a Guarantor, (y) the parent of such Subsidiary, if such Subsidiary is not a Guarantor, or (z) in the case of “striking off” or similar proceeding, the creditors or applicable Governmental Authority.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the Company may merge, amalgamate nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or consolidate with or liquidate or dissolve into (ii) to a Loan Party; provided, that, the Loan Party ; (or if the Company is involved, the Company) shall be the continuing or surviving Person; (bc) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party the Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company Borrower and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the surviving Person; (d) the Borrower and its Subsidiaries may consummate the Merger; and (e) so long as no Default has occurred and is continuing or surviving Person; would result therefrom, each of the Borrower and (c) any Subsidiary that is not a Loan Party of its Subsidiaries may merge into or amalgamate consolidate with any other Subsidiary Person or permit any other Person to merge into or consolidate with it; provided, however, that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, immediately after giving effect thereto (i) in the assets case of any such liquidated or dissolved entities are transferred merger to another domestic which the Borrower is a party, the Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan PartyParty (other than the Borrower) is a party, such Loan Party is the surviving Person.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, so long as no Default exists or would result therefrom: notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) any Subsidiary of the Company Borrower may merge, amalgamate merge or consolidate with or liquidate or dissolve into a Loan Party; providedany Subsidiary, that, provided that the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; entity, (b) in connection with a Permitted Acquisition, any Domestic Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; providedDomestic Subsidiary, that, (i) the Person surviving such merger or amalgamation shall be provided that if a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such party thereto then a Loan Party (or if the Company is involved, the Company) is shall be the continuing or surviving Person; and entity, (c) any Foreign Subsidiary that is not a Loan Party may merge into or amalgamate consolidate with any other Subsidiary Domestic Subsidiary, provided that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Domestic Subsidiary shall be the continuing or surviving Person; entity (and if a Loan Party is a party thereto then a Loan Party shall be the continuing or surviving entity), (d) notwithstanding anything herein to any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) any Subsidiary may merge with any Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05 or a Permitted Acquisition provided that, if such transaction involves the contraryBorrower, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma Borrower shall be the continuing or surviving corporation, DEVCO USAand (g) any Wholly Owned Subsidiary may dissolve, LLCliquidate or wind up its affairs at any time provided that such dissolution, an Oklahoma limited liability companyliquidation or winding up, and River Consultingas applicable, LLC, could not reasonably be expected to have a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan PartyMaterial Adverse Effect.

Fundamental Changes. MergeExcept for transactions described on Schedule 7.04 hereto, amalgamate, Dividemerge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (a) any Subsidiary of the Company may mergemerge with (i) a Borrower, amalgamate or consolidate with or liquidate or dissolve into provided that a Loan Party; provided, that, the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary that is not a Guarantor, the Guarantor shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or to another Subsidiary that is a Loan Party; (c) any Subsidiary which is not a Loan Party may dispose of all or substantially all its assets to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party for no consideration, or, in the case of this clause (ii), pursuant to a Disposition which is in the nature of a liquidation; and (d) in connection with a Permitted Acquisitionany acquisition permitted under Section 7.03, any Subsidiary of a Loan Party Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, (i) provided that the Person surviving such merger or amalgamation shall be a wholly-wholly owned Subsidiary of a Loan Party or shall be the Company and (ii) Borrower; provided, however, that in each case, immediately after giving effect thereto, in the case of any such merger or amalgamation to which any Loan Party a Borrower is a party, such Loan Party (or if the Company is involved, the Company) Borrower is the continuing or surviving Person; and (c) any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another PersonPerson (or agree to do any of the foregoing), except that, so long as no Default exists or Event of Default shall have occurred and be continuing prior to, or immediately after giving effect to, any action described below or would result therefrom: : (a) any Subsidiary of the Company which is not a Loan Party may merge, amalgamate or consolidate merge with or liquidate or dissolve into (i) a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Loan Party or any Subsidiary which is a Loan Party may merge with or into any other Subsidiary which is a Loan Party, provided that in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and and (cd) any Subsidiary CFC that is not a Loan Party may merge into or amalgamate with any other Subsidiary CFC that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party; (b) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the Company may merge, amalgamate nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or consolidate with or liquidate or dissolve into (ii) to a Loan Party; provided, that, the Loan Party ; (or if the Company is involved, the Company) shall be the continuing or surviving Person; (bc) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party the Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company Borrower and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (d) so long as no Default has occurred and (c) is continuing or would result therefrom, each of the Borrower and any Subsidiary that is not a Loan Party of its Subsidiaries may merge into or amalgamate consolidate with any other Subsidiary Person or permit any other Person to merge into or consolidate with it; provided, however, that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, immediately after giving effect thereto (i) in the assets case of any such liquidated or dissolved entities are transferred merger to another domestic which the Borrower is a party, the Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan PartyParty (other than the Borrower) is a party, such Loan Party is the surviving Person.

Fundamental Changes. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: : (a) any Subsidiary of may merge with (i) the Company may mergeBorrower, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, provided that the Loan Party (or if the Company is involved, the Company) Borrower shall be the continuing or surviving Person; , or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person; (b) any Loan Party may dissolve or Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), if all or substantially all of its assets are transferred to the Borrower or to another Loan Party; (c) any Subsidiary that is not a Loan Party may dissolve or dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) if all or substantially all of its assets are transferred (i) to another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (d) the Borrower and its Subsidiaries may consummate the Merger; (e) in connection with a Permitted Acquisitionany acquisition permitted under Section 7.03, any Subsidiary of a Loan Party the Borrower may merge or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, that, provided that (i) except for acquisitions in accordance with Section 7.03(g), the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party or shall be the Company Borrower and (ii) in the case of any such merger or amalgamation to which any Loan Party (other than the Borrower) is a party, such Loan Party (or if the Company is involved, the Company) is the surviving Person; (f) so long as no Default has occurred and is continuing or surviving Person; and (c) would result therefrom, any Subsidiary that is not a Loan Party of the Borrower may merge into or amalgamate consolidate with any other Subsidiary Person or permit any other Person to merge into or consolidate with it; provided, however, that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, immediately after giving effect thereto (i) in the assets case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving corporation; (g) so long as no Default has occurred and is continuing or would result therefrom, any Subsidiary listed on Schedule 7.04(g) may be dissolved or liquidated at any time within twelve months of the Closing Date; and (h) so long as no Default exists or dissolved entities are transferred would result therefrom, a Disposition permitted pursuant to another domestic Loan PartySection 7.05 (other than Section 7.05(e)).