Common use of Restriction on Fundamental Changes Clause in Contracts

Restriction on Fundamental Changes. (a) The Company shall not, and shall not permit any of its Material Subsidiaries to, engage in any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer or permit any of its Material Subsidiaries to, merge, consolidate with or 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 to or in favor of any Person, except: (i) (A) the Company may merge or consolidate with any other Person provided that the Company shall be the continuing or surviving corporation, and (B) any Material Subsidiary may merge or consolidate with any other Person provided that the Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any Subsidiary of the Company may sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or another wholly-owned Subsidiary of the Company; provided that, in the event that any such Subsidiary that sells all or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of the Company is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agent.

Restriction on Fundamental Changes. (a) The Neither the Company shall not, and shall not permit nor any of its Material Subsidiaries toshall enter into any merger or consolidation, engage in or liquidate, wind-up or dissolve (or suffer any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer liquidation or permit any of its Material Subsidiaries to, merge, consolidate with or intodissolution), or convey, transferlease, lease sell, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially allall of the Company’s or any such Subsidiary’s business or property, of its assets to whether now or in favor of any Personhereafter acquired, except: except (i) transactions permitted under Sections 6.02 or 6.06) (Aincluding the liquidation, winding up or dissolution of a Subsidiary in connection with a transaction permitted under Section 6.02), (ii) a Subsidiary of the Company may merge be merged into, liquidated into or consolidate consolidated with any other Person provided that the Company (in which case the Company shall be the continuing or surviving corporation, and (B) or any Material Subsidiary may merge or consolidate with any other Person provided that the Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any Subsidiary of the Company may sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or another wholly-owned Subsidiary of the Company; provided thatif (x) a Subsidiary Borrower is merged into, liquidated into or consolidated with another Subsidiary of the Company, the surviving Subsidiary shall be (or shall concurrently become) the Subsidiary Borrower, and (y) a Subsidiary Guarantor is merged into, liquidated into or consolidated with another Subsidiary of the Company, the surviving Subsidiary shall also be or shall become a Subsidiary Guarantor to the extent required under Section 6.11 or 6.17 hereunder, and (iii) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, any Person (other than the Company or any of its Subsidiaries) may merge or consolidate with the Company or any of its Subsidiaries in the event connection with a Permitted Acquisition; provided that any such Subsidiary that sells all merger or substantially all of its assets consolidation involving (upon voluntary liquidation or otherwiseA) to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of must result in the Company is not a Guarantoras the surviving entity, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory (B) subject to the Administrative Agentpreceding clause (A), a Subsidiary Borrower must result in such Subsidiary Borrower as the surviving entity and (C) subject to the preceding clauses (A) and (B), a Subsidiary Guarantor must result in such Subsidiary Guarantor as the surviving entity.

Restriction on Fundamental Changes. (a) The Neither the Company shall not, and shall not permit nor any of its Material Subsidiaries toshall enter into any merger or consolidation, engage in or liquidate, wind-up or dissolve (or suffer any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer liquidation or permit any of its Material Subsidiaries to, merge, consolidate with or intodissolution), or convey, transferlease, lease sell, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially allall of the Company's consolidated business or property (each such transaction a "Fundamental Change"), of its assets to whether now or in favor of any Personhereafter acquired, except: except (i) Fundamental Changes permitted under Sections 7.3(a), 7.3(b) or 7.3(f), (Aii) a Subsidiary of the Company may be merged into or consolidated with the Company or any Wholly-Owned Subsidiary of the Company (in which case the Company or such Wholly-Owned Subsidiary shall be the surviving corporation); provided that if the predecessor Subsidiary was a Guarantor, the surviving Subsidiary, if applicable, shall be a Guarantor hereunder, (iii) any liquidation of any Subsidiary of the Company into the Company or another Subsidiary of the Company, as applicable, and (iv) the Company may merge or consolidate with any other Person provided that the Company shall be the continuing Person, or surviving corporation, and (B) any Material Subsidiary may merge or consolidate with any other Person provided that the Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any Subsidiary of the Company may sell all consolidate or substantially all merge with any other Person, provided that (A) no Default or Unmatured Default shall exist immediately before or after giving effect to such Fundamental Change, (B) in the case of its assets (upon voluntary liquidation or otherwise) to any merger of the Company, the Company is the surviving corporation in such merger and such merger is with a Person in a line of business substantially similar to that of the Company and its Subsidiaries as of the Closing Date or another wholly-owned any business or activities which are similar, related or incidental thereto or logical extensions thereof, and (C) in the case of any merger or consolidation of any Subsidiary of the Company; provided that, the surviving corporation in the event that any such Subsidiary that sells all Fundamental Change is or substantially all of its assets (upon voluntary liquidation or otherwise) to another whollybecomes as a result thereof a Wholly-owned Owned Subsidiary of the Company is and if the predecessor Subsidiary was a Guarantor, the surviving Subsidiary shall be a Guarantor hereunder, and (D) such wholly-owned Subsidiary transaction is with a Person in a line of business substantially similar to or related to that of the Company and its Subsidiaries as of the Closing Date or is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agentlogical extension thereof.

Restriction on Fundamental Changes. (a) The Company shall Borrower will not, and shall will cause each Fundamental Subsidiary not permit any to fundamentally change the nature of its Material Subsidiaries tobusiness, engage in enter into any material line of business substantially different from those lines of business carried on by it on the date hereof. merger, consolidation, reorganization or recapitalization, or liquidate, wind up or dissolve itself (b) The Company shall not, and shall not or suffer any liquidation or permit any of its Material Subsidiaries to, merge, consolidate with or intodissolution), or convey, transfersell (other than in the ordinary course of its business), lease assign, lease, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially all, any part of its business, property, assets to or in favor securities, whether now owned or hereafter acquired, or acquire by purchase or otherwise, all or substantially all the business, property, assets, securities or interest of any Person, except: (i) (A) the Company may merge or consolidate with any other Person ; provided that the Company shall be the continuing or surviving corporation, and (Ba) any Material a Domestic Subsidiary may merge or consolidate with any other Person Borrower, provided that the Company or a Material Subsidiary shall Borrower will be the continuing or surviving corporation; provided, further, (b) a Domestic Subsidiary may merge or consolidate with another Domestic Subsidiary that (1) if any transaction shall be between is both a Fundamental Subsidiary and a Restricted Subsidiary; (c) a Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to Borrower or another Domestic Subsidiary that is both a Fundamental Subsidiary and a Restricted Subsidiary; (d) Borrower may acquire or form additional Subsidiaries; provided that each such newly formed or acquired Subsidiary is wholly-owned Subsidiary, by Borrower (unless Borrower has obtained the prior written consent of the Requisite Banks to acquire or form a Subsidiary which will not be wholly-owned owned, which consent will not be unreasonably withheld); and further provided that each such newly formed or acquired Subsidiary becomes, on its formation, both a Restricted Subsidiary and a Fundamental Subsidiary; and (e) Borrower and its Subsidiaries may dispose of any assets if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property disposed of after the date of this Agreement shall be less than 5% of such aggregate book value of the continuing or surviving corporationConsolidated total assets of the Borrower and its Subsidiaries as of the most recently ended fiscal year, (2) and if immediately after such transaction, no Default or Unmatured Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) shall have occurred and be continuing. On the closing of any Subsidiary of transaction permitted by this Section 6.3, the Company may sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or another wholly-owned Subsidiary of the Company; provided that, in the event that any such Subsidiary that sells all or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of the Company is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agenttest required by Section 5.12 must be met.

Restriction on Fundamental Changes. (a) The Neither the Company shall not, and shall not permit nor any of its Material Subsidiaries toshall enter into any merger or consolidation, engage in or liquidate, wind-up or dissolve (or suffer any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer liquidation or permit any of its Material Subsidiaries to, merge, consolidate with or intodissolution), or convey, transferlease, lease sell, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially allall of the Company’s consolidated business or property (each such transaction a “Fundamental Change”), whether now or hereafter acquired, except (a) Fundamental Changes permitted under Sections 7.02, 7.04 and 7.07, (b) a Subsidiary of its assets to or in favor of any Person, except: (i) (A) the Company may merge be merged into or consolidate consolidated with any other Person provided that the Company (in which case the Company shall be the continuing or surviving corporation, and (B) or any Material Subsidiary may merge or consolidate with any other Person provided that the Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any Subsidiary of the Company may sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or another wholly-owned Subsidiary of the Company; provided that, in the event that any such Subsidiary that sells all or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is provided the Company owns, directly or indirectly, a Guarantor percentage of the equity of the merged entity not less than the percentage it owned of the Subsidiary prior to such Fundamental Change and such whollyif the predecessor Subsidiary (i) a Non-owned Collateral Loan Party, the surviving Subsidiary shall be a Loan Party hereunder or (ii) a Collateral Loan Party, the surviving Subsidiary shall be a Collateral Loan Party hereunder, (c) any liquidation of any Subsidiary of the Company; provided the holder of its Equity Interests, to whom its assets upon liquidation are distributed, is the Company or another Subsidiary of the Company, as applicable, (d) any Material Subsidiary may dissolve, liquidate or wind-up its affairs at any time if such dissolution, liquidation or winding up is not disadvantageous to the Administrative Agent or any Lender in any material respect (as determined by the Administrative Agent and notified to the Company) and (e) any Subsidiary that is not a GuarantorMaterial Subsidiary may dissolve, then such whollyliquidate or wind-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agentup its affairs at any time.

Restriction on Fundamental Changes. (a) The Company Neither General Partner nor Prologis shall notdissolve, liquidate or merge or consolidate with or into another Person, except that, so long as no Default or Event of Default exists or would result therefrom: (i) Prologis may merge with any Consolidated Subsidiary; provided that Prologis shall be the continuing or surviving Person; and (ii) General Partner or Prologis may merge, dissolve, liquidate or consolidate with or into another Person in connection with any transaction designed to change the corporate, partnership, limited liability company or other structure of such entity, or otherwise change its corporate or other form, so long as (i) the succeeding or remaining entity assumes all of the assets and shall not permit any liabilities of its Material Subsidiaries to, engage in any material line of business substantially different from those lines of business carried on by it on the date hereofsuch Person and (ii) no Lender Party is adversely affected thereby. (b) The Company No Borrower shall notenter into any merger or consolidation, unless the following criteria are met: (i) the surviving entity is predominantly in the commercial real estate business in Japan or the same jurisdiction of operation as such Borrower; (ii) the surviving entity continues to be 50% owned, directly or indirectly, by Prologis and shall not suffer Prologis continues to control such surviving entity, (iii) if such merger or permit any consolidation involves a Qualified Borrower, the surviving entity continues to qualify as a Qualified Borrower; (iv) the surviving entity assumes all obligations of its Material Subsidiaries topredecessor hereunder; and (v) a Ratification is delivered to Administrative Agent. No Borrower shall liquidate, mergewind-up or dissolve (or suffer any liquidation or dissolution), consolidate with or into, discontinue its business or convey, transferlease, lease sell, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially all, of its assets to or in favor of any Person, except: (i) (A) the Company may merge or consolidate with any other Person provided that the Company shall be the continuing or surviving corporation, and (B) any Material Subsidiary may merge or consolidate with any other Person provided that the Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any Subsidiary of the Company may sell all or substantially all of its assets (upon voluntary liquidation business or otherwise) property, whether now owned or hereafter acquired. Nothing in this Section shall be deemed to prohibit the Company sale or another wholly-owned Subsidiary leasing of portions of the Company; provided that, Real Property Assets in the event that any such Subsidiary that sells all or substantially all ordinary course of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of the Company is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agentbusiness.

Restriction on Fundamental Changes. (a) The Neither the Company shall not, and shall not permit nor any of its Material Subsidiaries toshall enter into any merger or consolidation, engage in or liquidate, wind-up or dissolve (or suffer any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer liquidation or permit any of its Material Subsidiaries to, merge, consolidate with or intodissolution), or convey, transferlease, lease sell, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially allall of the Company's consolidated business or property (each such transaction a "Fundamental Change"), of its assets to whether now or in favor of any Personhereafter acquired, except: except (i) Fundamental Changes permitted under Sections 7.3(a), 7.3(b) or 7.3(f), (Aii) a Subsidiary of the Company may be merged into or consolidated with the Company or any Wholly-Owned Subsidiary of the Company (in which case the Company or such Wholly-Owned Subsidiary shall be the surviving corporation); provided that if the predecessor Subsidiary was a Guarantor, the surviving Subsidiary, if applicable, shall be a Guarantor hereunder, (iii) any liquidation of any Subsidiary of the Company into the Company or another Subsidiary of the Company, as applicable, and (iv) the Company may merge or consolidate with any other Person provided that the Company shall be the continuing Person, or surviving corporation, and (B) any Material Subsidiary may merge or consolidate with any other Person provided that the Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any Subsidiary of the Company may sell all consolidate or substantially all merge with any other Person; provided that (A) no Default or Unmatured Default shall exist immediately before or after giving effect to such Fundamental Change, (B) in the case of its assets (upon voluntary liquidation or otherwise) to any merger of the Company, the Company is the surviving corporation in such merger and such merger is with a Person in a line of business substantially similar to that of the Company and its Subsidiaries as of the Closing Date or another wholly-owned any business or activities which are similar, related or incidental thereto or logical extensions thereof, and (C) in the case of any merger or consolidation of any Subsidiary of the Company; provided that, the surviving corporation in the event that any such Subsidiary that sells all Fundamental Change is or substantially all of its assets (upon voluntary liquidation or otherwise) to another whollybecomes as a result thereof a Wholly-owned Owned Subsidiary of the Company is and if the predecessor Subsidiary was a Guarantor, the surviving Subsidiary shall be a Guarantor hereunder, and (D) such wholly-owned Subsidiary transaction is with a Person in a line of business substantially similar to or related to that of the Company and its Subsidiaries as of the Closing Date or is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agentlogical extension thereof.

Restriction on Fundamental Changes. (a) The Neither the Company shall not, and shall not permit nor any of its Material Subsidiaries toshall enter into any merger or consolidation, engage in or liquidate, wind-up or dissolve (or suffer any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer liquidation or permit any of its Material Subsidiaries to, merge, consolidate with or intodissolution), or convey, transferlease, lease sell, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially allall of the Company’s consolidated business or property (each such transaction a “Fundamental Change”), whether now or hereafter acquired, except (a) Fundamental Changes permitted under Sections 7.02, 7.04 and 7.07, (b) a Subsidiary of its assets to or in favor of any Person, except: (i) (A) the Company may merge be merged into or consolidate consolidated with any other Person provided that the Company (in which case the Company shall be the continuing or surviving corporation, and (B) or any Material Subsidiary may merge or consolidate with any other Person provided that the Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any Subsidiary of the Company may sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or another wholly-owned Subsidiary of the Company; provided that, in the event that any such Subsidiary that sells all or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is provided the Company owns, directly or indirectly, a Guarantor percentage of the equity of the merged entity not less than the percentage it owned of the Subsidiary prior to such Fundamental Change and such whollyif the predecessor Subsidiary was (i) a Non-owned Collateral Loan Party, the surviving Subsidiary shall be a Loan Party hereunder or (ii) a Collateral Loan Party, the surviving Subsidiary shall be a Collateral Loan Party hereunder, (c) any liquidation of any Subsidiary of the Company; provided the holder of its Equity Interests, to whom its assets upon liquidation are distributed, is the Company or another Subsidiary of the Company, as applicable, (d) any Material Subsidiary may dissolve, liquidate or wind-up its affairs at any time if such dissolution, liquidation or winding up is not disadvantageous to the Administrative Agent or any Lender in any material respect (as determined by the Administrative Agent and notified to the Company), and (e) any Subsidiary that is not a GuarantorMaterial Subsidiary may dissolve, then such whollyliquidate or wind-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agentup its affairs at any time.

Restriction on Fundamental Changes. (a) The Company shall Borrower will not, and shall will cause each Fundamental Subsidiary not permit any to fundamentally change the nature of its Material Subsidiaries tobusiness, engage in enter into any material line of business substantially different from those lines of business carried on by it on the date hereof. merger, consolidation, reorganization or recapitalization, or liquidate, wind up or dissolve itself (b) The Company shall not, and shall not or suffer any liquidation or permit any of its Material Subsidiaries to, merge, consolidate with or intodissolution), or convey, transfersell (other than in the ordinary course of its business), lease assign, lease, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially all, any part of its business, property, assets to or in favor securities, whether now owned or hereafter acquired, or acquire by purchase or otherwise, all or substantially all the business, property, assets, securities or interest of any Person, except: (i) (A) the Company may merge or consolidate with any other Person ; provided that the Company shall be the continuing or surviving corporation, and (Ba) any Material a Domestic Subsidiary may merge or consolidate with any other Person Borrower, provided that the Company or a Material Subsidiary shall Borrower will be the continuing or surviving corporation; provided, further, (b) a Domestic Subsidiary may merge or consolidate with another Domestic Subsidiary that (1) if any transaction shall be between is both a Fundamental Subsidiary and a Restricted Subsidiary; (c) a Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to Borrower or another Domestic Subsidiary that is both a Fundamental Subsidiary and a Restricted Subsidiary; (d) Borrower may acquire or form additional Subsidiaries; provided that each such newly formed or acquired Subsidiary is wholly-owned by Borrower (unless Borrower has obtained the prior written consent of the Requisite Banks to acquire or form a Subsidiary which will not be wholly owned, which consent will not be unreasonably withheld); and further provided that each such newly formed or acquired Subsidiary becomes, on its formation, both a Restricted Subsidiary and a Fundamental Subsidiary; and (e) Borrower and its Subsidiaries may dispose of any assets if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, a wholly-owned Subsidiary assets, rights, revenues and property disposed of after the date of this Agreement shall be less than 5% of such aggregate book value of the continuing or surviving corporationConsolidated total assets of the Borrower and its Subsidiaries as of the most recently ended fiscal year, (2) and if immediately after such transaction, no Default or Unmatured Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) shall have occurred and be continuing. On the closing of any Subsidiary of transaction permitted by this Section 6.3, the Company may sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or another wholly-owned Subsidiary of the Company; provided that, in the event that any such Subsidiary that sells all or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of the Company is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agenttest required by Section 5.12 must be met.

Restriction on Fundamental Changes. (aAsset Purchases or Sales Subject to Section 5.2 and other than the sale of 100% of a Subsidiary of the Company in accordance with Section 2.4A(ii)(b) The and Section 6.12, the Company shall not, and shall not permit any of its Material Subsidiaries to, engage in any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer cause or permit any of its Material Subsidiaries to, mergedirectly or indirectly, consolidate with enter into any transaction, or intoseries of related transactions, or merger, amalgamation, consolidation or combination, or consolidate, or liquidate, windup or dissolve itself (or suffer any liquidation or dissolution), or convey, transfersell, lease lease, sublease, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially all, all of its assets to business, property or in favor of any Personassets, whether now owned or hereafter acquired, except: (i) in connection with the Acquisition or the Evergreen Merger; (ii) Capital Expenditures (as defined in the Bank Financing Documents) made by Chancellor and its Subsidiaries in the ordinary course of business; (iii) investments may be made to the extent permitted by Section 6.4 and Section 6.12; (iv) to the extent otherwise permitted pursuant to the Bank Financing Documents, the sale or other disposition of Stations of Chancellor or its Subsidiaries shall be permitted for cash at fair market value (as determined in good faith by the Company) so long as the proceeds thereof are applied in accordance with the requirements of this Agreement and Section 4.02(e) of the Bank Financing Documents; (v) the WDRQ Detroit Disposition (as defined in the Bank Financing Documents) shall be permitted; and (vi) any Subsidiary of the Company may be merged, amalgamated, consolidated or combined with or into the Company or any Wholly Owned Subsidiary of the Company or be liquidated, wound up or dissolved, or all or substantially all of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or in a series of transactions, to the Company or to any Wholly Owned Subsidiary of the Company; provided that (A) no Potential Event of Default or Event of Default shall have occurred and be continuing or would result therefrom, (B) in the case of such a merger, amalgamation, consolidation or combination of the Company may merge or consolidate with any other Person provided that and a Subsidiary of the Company, the Company shall be the 73 -68- continuing or surviving corporation, and (BC) any Material Subsidiary may merge or consolidate with any other Person provided that the Company or a Material Subsidiary shall surviving entity (I) continues to be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from bound as such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any Subsidiary of the Company may sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or another wholly-owned Subsidiary of the Company; provided that, in the event that any such Subsidiary that sells all or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of the Company is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and (II) executes and delivers to the other Loan Documents pursuant Agent immediately upon consummation of such transaction a written confirmation or acknowledgment to a guaranty agreement such effect, in form and substance reasonably satisfactory to the Administrative Agent, together with evidence of appropriate corporate power, authority and action and a written legal opinion in form and substance satisfactory to the Agent to the effect that this Agreement continues to be a legal, valid and binding obligation of such entity, enforceable against such entity in accordance with its terms (subject to customary exceptions in respect of bankruptcy, insolvency and other equitable remedies) and with respect to such other matters as the Agent may reasonably request.

Restriction on Fundamental Changes. (a) The Company shall not, and shall not permit any of its Material Significant Subsidiaries to, engage in enter into any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall notmerger, and shall not suffer consolidation, reorganization or permit any of recapitalization, reclassify its Material Subsidiaries toCapital Stock, mergeliquidate, consolidate with wind up or intodissolve or sell, or conveylease, transfer, lease transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially all, all of its assets to or in favor of any Persontheir business or assets, except: (i) (A) the Company may merge whether now owned or consolidate with any other Person provided that the Company shall be the continuing or surviving corporationhereafter acquired, and (B) any Material Subsidiary may merge or consolidate with any other Person provided that the Company or a Material Subsidiary shall be the continuing or surviving corporation; providedexcept that, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, as long as no Default or Event of Default shall exist prior to such merger or consolidation; andafter giving effect thereto: (iia) any Significant Subsidiary of may be merged or consolidated into the Company may sell or into any other Significant Subsidiary or be liquidated, wound up or dissolved, or all or substantially all of its business or assets (upon voluntary liquidation may be sold, leased, transferred, or otherwise) otherwise disposed of, in one transaction or a series of transactions, to the Company or another whollyany other Wholly-owned Subsidiary of the CompanyOwned domestic Subsidiary; provided that, that neither the Company nor any Significant Subsidiary may be involved -------- in the event that any such Subsidiary that sells all transaction unless the Company or substantially all of its assets (upon voluntary liquidation such Significant Subsidiary, as the case may be, is the surviving or otherwise) to another wholly-owned Subsidiary acquiring corporation and the net worth of the Company or such Significant Subsidiary, as the case may be, is a Guarantor unchanged or higher after giving effect to such merger or other transaction; and (b) the Company may complete the Reorganization and such wholly-owned Subsidiary the IPO provided that -------- (i) concurrently with the Second Merger AECOM Merger Corporation assumes all of the Company is not a Guarantor, then such wholly-owned Subsidiary shall guarantee rights and obligations of AECOM under the Obligations under this Agreement and the other Loan Documents pursuant to as a guaranty agreement in form result of the Second Merger as contemplated by the definition of "Reorganization," and substance reasonably satisfactory (ii) to the Administrative Agentextent required, all parties to the Master Guaranty and Intercreditor Agreement in addition to Persons party hereto have also consented thereto.

Restriction on Fundamental Changes. (a) The Neither the Company shall not, and shall not permit nor any of its Material Subsidiaries toshall enter into any merger or consolidation, engage in or liquidate, wind-up or dissolve (or suffer any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer liquidation or permit any of its Material Subsidiaries to, merge, consolidate with or intodissolution), or convey, transferlease, lease sell, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially allall of the Company's consolidated business or property (each such transaction a "Fundamental Change"), of its assets to whether now or in favor of any Personhereafter acquired, except: except (i) Fundamental Changes permitted under Sections 7.3(a), 7.3(b) or 7.3(f), (Aii) a Subsidiary of the Company may be merged into or consolidated with the Company or any Wholly-Owned Subsidiary of the Company (in which case the Company or such Wholly-Owned Subsidiary shall be the surviving corporation); provided that if the predecessor Subsidiary was a Guarantor, the surviving Subsidiary, if applicable, shall be a Guarantor hereunder, (iii) any liquidation of any Subsidiary of the Company into the Company or another Subsidiary of the Company, as applicable, and (iv) the Company may merge or consolidate with any other Person provided that the Company shall be the continuing Person, or surviving corporation, and (B) any Material Subsidiary may merge or consolidate with any other Person provided that the Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any Subsidiary of the Company may sell all consolidate or substantially all merge with any other Person, provided, that (A) no Default or Unmatured Default shall exist immediately before or after giving effect to such Fundamental Change, (B) in the 115 case of its assets (upon voluntary liquidation or otherwise) to any merger of the Company, the Company is the surviving corporation in such merger and such merger is with a Person in a line of business substantially similar to that of the Company and its Subsidiaries as of the Closing Date or another wholly-owned any business or activities which are similar, related or incidental thereto or logical extensions thereof, and (C) in the case of any merger or consolidation of any Subsidiary of the Company; provided that, the surviving corporation in the event that any such Subsidiary that sells all Fundamental Change is or substantially all of its assets (upon voluntary liquidation or otherwise) to another whollybecomes as a result thereof a Wholly-owned Owned Subsidiary of the Company is and if the predecessor Subsidiary was a Guarantor, the surviving Subsidiary shall be a Guarantor hereunder, and (D) such wholly-owned Subsidiary transaction is with a Person in a line of business substantially similar to or related to that of the Company and its Subsidiaries as of the Closing Date or is not a Guarantorlogical extension thereof. Margin Regulations. Neither the Company nor any of its Subsidiaries, then such wholly-owned Subsidiary shall guarantee use all or any portion of the Obligations proceeds of any credit extended under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agentpurchase or carry Margin Stock.

Restriction on Fundamental Changes. (a) The ASSET SALES. Holdings, Company and each other Borrower shall not, and shall not permit any of its Material Subsidiaries to, engage in any material line alter the corporate, capital or legal structure of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer Holdings or permit any of its Material Subsidiaries toSubsidiaries, mergeor enter into any transaction of merger or consolidation, consolidate with or intoliquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, transfersell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially all, any part of its business, property or assets to (including its notes or in favor receivables and Capital Stock of any Persona Subsidiary, whether newly issued or outstanding), whether now owned or hereafter acquired, except: (i) (A) the Company may merge be merged with or consolidate with any other Person provided into Holdings; provided, that the Company (i) Holdings shall be the continuing or surviving corporationPerson, and (B) any Material Subsidiary may merge or consolidate with any other Person provided that the Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any Subsidiary such merger is pursuant to documentation in form and substance satisfactory to Administrative Agent, (iii) Holdings assumes all Obligations of the Company may sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or another wholly-owned Subsidiary of the Company; provided that, in the event that any such Subsidiary that sells all or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of the Company is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement 126 Documents, (iv) Holdings shall have executed and/or delivered such documentation, in form and substance reasonably satisfactory to Administrative Agent, and taken all such actions as Administrative Agent shall require to maintain all First Priority Liens in the Collateral granted by the Company to the Administrative Agent, and (v) Holdings shall have taken all other actions requested by Administrative Agent in connection with such merger, including, without limitation, the delivery of any legal opinions as to the validity and effectiveness of such merger and the assumption by Holdings of the Obligations of Company under this Agreement and the other Loan Documents; (ii) any Domestic Borrower may be merged with or into other Domestic Borrower or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any Domestic Borrower; (iii) any wholly-owned Domestic Subsidiary of any Borrower that is not itself a Domestic Borrower may be merged with or into Company or any other Domestic Borrower or any other wholly-owned Domestic Subsidiary that is not itself a Domestic Borrower or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Domestic Borrower or any other wholly-owned Domestic Subsidiary; provided, that in any merger involving a Domestic Borrower and a wholly-owned Domestic Subsidiary that is not a Borrower, the Domestic Borrower shall be the continuing or surviving Person; (iv) any wholly-owned Foreign Subsidiary (other than Offshore Borrower) may be merged with or into any other wholly-owned Foreign Subsidiary or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other wholly-owned Foreign Subsidiary; (v) Company and the other Subsidiaries of Holdings may sell or otherwise dispose of assets in transactions that do not constitute Asset Sales (including, without limitation, the sale or other disposal of the Excluded Stock); provided that the consideration received for such assets shall be in an amount at least equal to the fair market value thereof; (vi) Company and the other Subsidiaries of Holdings may dispose of obsolete, worn out or surplus property in the ordinary course of business; (vii) So long as no Event of Default or Potential Event of Default has occurred and is continuing, Company and the other Subsidiaries of Holdings may make Asset Sales of assets having a fair market value not in excess of $50,000,000 in any Fiscal Year and $175,000,000 in the aggregate for all such Asset Sales during the term of this Agreement; provided (a) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof; (b) at least seventy-five percent (75%) of the consideration received shall be cash; and (c) the cash proceeds of such Asset Sales shall be applied as required by subsection 2.4B(iv)(b) or subsection 2.4C; provided, 127 further, that no such Asset Sale may include the Capital Stock of Company or any other Borrower; (viii) Company and the other Subsidiaries of Holdings may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the Governing Body of the Subsidiary if required by applicable law; (ix) Any Person may be merged with or into Company or any other Borrower if the acquisition of the Capital Stock of such Person by Company or such Borrower would have been permitted pursuant to subsection 7.3; provided that such Company or such Borrower shall be the continuing or surviving Person and (b) no Potential Event of Default or Event of Default shall have occurred or be continuing after giving effect thereto; and (x) Any Person may be merged with or into any wholly-owned Subsidiary of Holdings (other than a Borrower) if the acquisition of the Capital Stock of such Person by such Subsidiary would have been permitted pursuant to subsection 7.3; provided that (a) the surviving Person after such merger is a wholly-owned Subsidiary of Holdings, (b) the Company and the other Borrowers have caused such Subsidiary to take all actions required by subsection 6.8 and (c) no Potential Event of Default or Event of Default shall have occurred or be continuing after giving effect thereto.

Restriction on Fundamental Changes. Subject to subsection 5.2, each of Company and its Consolidated Subsidiaries will not enter into any transaction of merger or consolidate, or liquidate, wind-up or dissolve itself (a) The Company shall not, and shall not permit or suffer any of its Material Subsidiaries to, engage in any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer liquidation or permit any of its Material Subsidiaries to, merge, consolidate with or intodissolution), or convey, transfersell, lease exchange, lease, sub-lease, transfer or otherwise dispose of whether of, in one transaction or in a series of related transactions, all or substantially all, any of its business, property or fixed assets, or all or any portion of the stock or beneficial ownership, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all the business, property or fixed assets to of, or in favor stock or other evidence of beneficial ownership of, any Person, except: (i) (A) the any Subsidiary of Company may merge be merged or consolidate consolidated with any other Person provided that the Company shall be the continuing or surviving corporation, and (B) any Material Subsidiary may merge or consolidate with any other Person provided that the into Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned SubsidiarySubsidiary of Company, or be liquidated, wound up or dissolved, or all or substantially all of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any wholly-owned Subsidiary of Company; provided that, in the case of such a merger or consolidation, Company or such wholly-owned Subsidiary shall be the continuing or surviving corporation; provided further that, in the case of such a merger or consolidation or disposition of a majority of the stock of a Subsidiary or substantially all of the business, property or assets of such a Subsidiary (the "Affected Subsidiary") of Company which is a guarantor of any of the Obligations, (2a) no Default the continuing, surviving or Event transferee corporation shall expressly assume the obligations of Default shall result from the Affected Subsidiary under such guaranty and (b) in the case of a merger or consolidation, the net worth of the continuing or surviving corporation (calculated without giving effect to any increase in the amount of intercompany Indebtedness for which the continuing or surviving corporation is liable as compared to the amount of intercompany Indebtedness for which the Affected Subsidiary was liable immediately prior to such merger or consolidation, and (3) except where a wholly-owned shall not be less than the net worth of the Affected Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist immediately prior to such merger or consolidation; andand provided still further that, subject to the terms of the applicable Collateral Document, in the case of such a merger or consolidation or disposition of a majority of the stock of a Subsidiary or substantially all of the business, property or assets of such a Subsidiary of Company the stock of which is pledged to secure the Obligations, the stock of the continuing, surviving or transferee corporation shall, at the time of consummation of such merger, consolidation or transfer, be pledged to secure the Obligations; (ii) Company and its Consolidated Subsidiaries may acquire the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Subsidiary Person or any operating division of such Person engaged in businesses substantially similar to those currently conducted by the Company and its Consolidated Subsidiaries (such asset or stock acquisitions being herein collectively referred to as "Permitted Acquisitions"); provided that (x) the aggregate purchase price (including the amount of all assumed Indebtedness) paid with respect to such Permitted Acquisitions in any Fiscal Year plus (y) the Adjusted Consolidated Capital Expenditure Amount in such Fiscal Year plus (z) Investments permitted pursuant to subsection 6.3(vii) in such Fiscal Year shall not exceed $75,000,000, as such amount may be increased by any Reinvested Asset Sale Proceeds for such Fiscal Year; provided that in calculating the purchase price of such Permitted Acquisitions, that to the extent that Company pays all or any portion of the purchase price for a Permitted Acquisition through the issuance of shares of Common Stock, the value of the shares of such Common Stock shall be deducted from the calculation of the purchase price payable by Company or its Consolidated Subsidiaries for such Permitted Acquisition for purposes of determining compliance with the provisions of this subsection 6.7(ii); provided further that no Potential Event of Default or Event of Default shall then exist or shall occur under this Agreement as a result of any Permitted Acquisition; provided further that after giving effect to any such Permitted Acquisition, the Company is in pro forma compliance with the financial covenants referred to in subsection 6.6; and provided further that any such Person so acquired that constitutes a Material Subsidiary shall execute counterparts of the ▇▇▇▇-▇▇▇▇▇▇ Subsidiary Guaranty and the ▇▇▇▇-▇▇▇▇▇▇ Subsidiary Pledge Agreement as provided in subsection 5.11; (iii) Company may sell sell, exchange or otherwise dispose of assets to the extent sold or disposed of in connection with the Receivables Facilities or pursuant to Asset Sale transactions; provided that (a) any such Asset Sale is made for the fair market value of such assets and for at least eighty-five percent (85%) cash, and (b) the Net Cash Proceeds of each such Asset Sale are applied in conformity with subsection 2.4; and, provided, further, that Company and its Subsidiaries may not sell, exchange or otherwise dispose of all or substantially all a substantial portion of any Division without the prior written consent of Requisite Lenders; (iv) Company and its assets (upon voluntary liquidation or otherwise) to the Company or another wholly-owned Subsidiary of the Company; provided thatSubsidiaries may, in the event ordinary course of business, sell, lease, assign or transfer for value personal property held for sale or lease in ordinary course of business of Company and its Subsidiaries; (v) Company and its Subsidiaries may make Restricted Junior Payments permitted under subsection 6.5; and (vi) Company may sell, exchange or otherwise dispose of assets relating to its discontinued courier services business unit; provided, (a) that such Asset Sale (1) is made for the fair market value of such assets and for all cash and (2) does not result in any such Subsidiary that sells all or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of continuing liabilities for the Company and its Subsidiaries other than ordinary and customary indemnification obligations relating to such sales or (b) such Asset Sale is a Guarantor and otherwise consented to in writing by Requisite Lenders and, in each case, the Net Cash Proceeds of such wholly-owned Subsidiary of the Company Asset Sale is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement applied in form and substance reasonably satisfactory to the Administrative Agentconformity with subsection 2.4A(ii)(a).

Restriction on Fundamental Changes. (a) The Company Holdings and the Borrower shall not, and shall not permit any of its Material Subsidiaries other Subsidiary to, engage in enter into any material line of merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or 56 dissolution), discontinue its business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer or permit any of its Material Subsidiaries to, merge, consolidate with or into, or convey, transferlease, lease sell, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially all, all of its assets to assets, whether now or in favor of any Personhereafter acquired, except: except as otherwise permitted under Section 6.4, provided that (ix) (A) Holdings or the Company Borrower may consolidate or merge or consolidate with any other Person provided that if (i) Holdings or the Company Borrower, as the case may be, shall be the surviving or continuing entity, (ii) at the time of such consolidation or surviving corporationmerger and after giving effect thereto, no Default shall have occurred and be continuing, (iii) such other Person shall be primarily engaged in the business of manufacturing and/or processing steel or steel-related products and (Biv) any Material Subsidiary may merge or consolidate with any other Person provided that the Company or Agent and the Banks shall have received a Material Subsidiary shall be certificate from an Authorized Officer of the continuing or surviving corporation; providedBorrower certifying that, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from after giving effect to such merger or consolidation, there is no reasonable likelihood of a Material Adverse Effect resulting therefrom and (3y) except where any Subsidiary of Holdings (other than the Borrower) may merge with or into any other Subsidiary of Holdings (other than the Borrower). (b) Holdings and the Borrower shall not, and shall not permit any other Subsidiary to, (i) acquire, by purchase or otherwise any other Person (regardless of whether such transaction is structured as a wholly-owned sale of stock or assets), or (ii) enter into any partnership or joint venture (other than any partnership or joint venture in existence on the Closing Date), provided that Holdings, the Borrower or any other Subsidiary merges or consolidates with another wholly-owned Subsidiary or may (x) so acquire any other Person if (i) at the Companytime of such acquisition and after giving effect thereto, no Default or Event of Default shall exist prior to such merger or consolidation; and have occurred and be continuing, (ii) the Person which is being acquired shall be primarily engaged in the business of manufacturing and/or processing steel or steel-related products and (iii) there is no reasonable likelihood of a Material Adverse Effect resulting therefrom and (y) enter into a partnership or joint venture if such partnership or joint venture (each, a "New JV") shall be primarily engaged in the business of manufacturing and/or processing steel or steel-related products and, after giving effect to such New JV, there is no reasonable likelihood of a Material Adverse Effect resulting therefrom. (c) Holdings and the Borrower shall not, and shall not permit any other Subsidiary to, amend or modify its certificate of the Company may sell all incorporation or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or another whollyby-owned Subsidiary of the Company; provided thatlaws or, in the event that any such Subsidiary that sells all or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary case of the Company is Double Eagle, its Joint Venture Agreement if such amendment or modification could have a Guarantor Material Adverse Effect. (d) Holdings and such wholly-owned the Borrower shall not, and shall not permit any other Subsidiary to, be or become a "holding company" or a "subsidiary company" of a "holding company" or a "subsidiary company" within the meaning of the Public Utility Holding Company is not a GuarantorAct of 1935, then such wholly-owned Subsidiary as amended. (e) Neither Holdings nor the Borrower shall guarantee the Obligations under this Agreement have or create any Subsidiaries except those set forth on Schedule 6.3(e) or otherwise permitted to be formed pursuant to, and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory subject to the Administrative Agentterms and provisions of, Section 6.6(i).

Restriction on Fundamental Changes. (a) The Company shall not, and nor shall not the Company permit any of its Material Subsidiaries to, engage in any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer or permit any of its Material Subsidiaries Subsidiary to, merge, consolidate or amalgamate with any other Person, or intoliquidate, wind-up or dissolve, or convey, transferlease, lease sell, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially allall of the assets of the Company and its Subsidiaries, taken as a whole, whether now or hereafter acquired, except that (a) a Subsidiary of its assets to the Company may merge, consolidate or in favor of amalgamate with or into the Company or any PersonSubsidiary, except: provided that (i) (A) in the Company may merge or consolidate with case of any other Person provided that such transaction involving the Company, the Company shall be the surviving or continuing or surviving corporation, Person and (Bii) in the case of any such transaction involving a Borrowing Subsidiary, such Borrowing Subsidiary (or, in the case of a merger, consolidation or amalgamation of such Borrowing Subsidiary with or into the Company or another Borrowing Subsidiary, the Company or such other Borrowing Subsidiary) shall be the surviving or continuing Person, (b) (i) any Material Subsidiary may merge or consolidate with any Person (other Person provided that than the Company or a Material Subsidiary shall be Subsidiary) may merge, consolidate or amalgamate with or into the Company in a transaction in which the Company is the surviving or continuing Person or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any Subsidiary in a transaction in which such Subsidiary or a Person that becomes a Subsidiary is the surviving or continuing Person, including any of the Company foregoing to consummate the Viewpoint Acquisition, (c) any Subsidiary (other than a Borrowing Subsidiary) may sell all merge, consolidate or substantially all of amalgamate with or into any Person (other than the Company) in a transaction not prohibited hereunder in which, after giving effect to such transaction, the surviving or continuing Person is not a Subsidiary and (d) any Subsidiary (other than a Borrowing Subsidiary) may liquidate, dissolve or wind-up (including by “striking off” or similar proceeding), after payments to its assets (upon voluntary liquidation or otherwise) to creditors, into the Company or another wholly-owned Subsidiary of the Company; provided that, in the event that any such Subsidiary that sells all or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of the Company is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agent.

Restriction on Fundamental Changes. (a) The Company shall Borrower will not, and shall will cause each Fundamental Subsidiary not permit any to fundamentally change the nature of its Material Subsidiaries tobusiness, engage in enter into any material line of business substantially different from those lines of business carried on by it on the date hereof. merger, consolidation, reorganization or recapitalization, or liquidate, wind up or dissolve itself (b) The Company shall not, and shall not or suffer any liquidation or permit any of its Material Subsidiaries to, merge, consolidate with or intodissolution), or convey, transfersell (other than in the ordinary course of its business), lease assign, lease, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially all, any part of its business, property, assets to or in favor securities, whether now owned or hereafter acquired, or acquire by purchase or otherwise, all or substantially all the business, property, assets, securities or interest of any Person, except: (i) (A) the Company may merge or consolidate with any other Person ; provided that the Company shall be the continuing or surviving corporation, and (Ba) any Material a Domestic Subsidiary may merge or consolidate with any other Person Borrower, provided that the Company or a Material Subsidiary shall Borrower will be the continuing or surviving corporation; provided, further, (b) a Domestic Subsidiary may merge or consolidate with another Domestic Subsidiary that (1) if any transaction shall be between is both a Fundamental Subsidiary and a Restricted Subsidiary; (c) a Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to Borrower or another Domestic Subsidiary that is both a Fundamental Subsidiary and a Restricted Subsidiary; (d) Borrower may acquire or form additional Subsidiaries; provided that each such newly formed Subsidiary is wholly-owned Subsidiary, by Borrower (unless Borrower has obtained the prior written consent of the Requisite Banks to acquire or form a Subsidiary which will not be wholly-owned owned, which consent will not be unreasonably withheld); and further provided that each such newly formed Subsidiary shall be the continuing or surviving corporationbecomes, (2) no Default or Event of Default shall result from such merger or consolidationon its formation, both a Restricted Subsidiary and a Fundamental Subsidiary; and (3e) except where a wholly-Borrower may dispose of any assets owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) by any Subsidiary other than a Fundamental Subsidiary. On the closing of any transaction permitted by this Section 6.3, the Company may sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or another wholly-owned Subsidiary of the Company; provided that, in the event that any such Subsidiary that sells all or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of the Company is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agenttest required by Section 5.12 must be met.

Restriction on Fundamental Changes. (a) The Company U.S. Borrower shall not, and shall not permit any of its Material Subsidiaries to, engage in any material line of business substantially different from those lines of business carried on by it on the date hereof.: (bi) The Company shall not, and shall not suffer merge or permit any of its Material Subsidiaries to, merge, consolidate with or intowith, or TERM LOAN AGREEMENT FMC CORPORATION (ii) convey, transfer, lease or otherwise dispose of (whether in one transaction or a series of transactions) all or substantially all of the property (whether now owned or hereafter acquired) of the U.S. Borrower and its Subsidiaries, taken as a whole, to, or (iii) convey, transfer, lease or otherwise dispose of (whether in one transaction or a series of transactions, all and whether by or substantially allpursuant to merger, consolidation or any other arrangement), any property (whether now owned or hereafter acquired) essential to the conduct of the business of the U.S. Borrower and its assets to or in favor of Subsidiaries, taken as a whole, to, any Person; provided, except: (i) (A) the Company however, that so long as no Default shall have occurred and then be continuing or would result therefrom, any Person may merge or consolidate with (A) any other Person provided that Borrower, so long as such Borrower is the Company shall be the continuing or surviving corporation, entity and (B) any Material Subsidiary may merge or consolidate with any other Person provided that the Company or a Material Subsidiary shall be the continuing or surviving corporationSubsidiary; provided, further, that in the case of clauses (1A) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary(B), a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidationconsolidation is not otherwise prohibited by this Agreement. Subject to the foregoing, and except to the extent otherwise prohibited by this Agreement, the U.S. Borrower may, directly or indirectly, sell all or a portion of the capital stock or other equity interests of any Subsidiary (3including by way of a merger or consolidation) except where for fair market value, as determined in good faith by the U.S. Borrower’s board of directors; provided, however, that if such Subsidiary is also a wholly-owned Euro Borrower, such Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist ceases to be a Euro Borrower immediately prior to such merger or consolidation; and (ii) any sale and all Obligations of such Subsidiary of the Company may sell all or substantially all of in its assets (upon voluntary liquidation or otherwise) capacity as a Euro Borrower are paid in full prior to the Company or another wholly-owned Subsidiary date of the Company; provided that, in the event that any such Subsidiary that sells all or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of the Company is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agentsale.

Restriction on Fundamental Changes. (a) The Asset Sales. ----------------------------------------------- Company shall not, and shall not permit any of its Material Subsidiaries to, engage in any material line alter the corporate, capital or legal structure of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer or permit any of its Material Subsidiaries toor enter into any transaction of merger or consolidation, mergeor liquidate, consolidate with wind-up or intodissolve itself (or suffer any liquidation or dissolution), or convey, transfersell, lease lease, sub-lease, transfer or otherwise dispose of whether in one transaction or in a series of transactions, all or substantially all, any portion of its business or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or a substantial part of the business or assets to of, or in favor Capital Stock or other evidence of beneficial ownership of, any PersonPerson or any unit or division thereof, except: (i) (A) the Any Subsidiary of Company may merge be merged with or consolidate with into Company or any other Person wholly-owned Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any wholly-owned Subsidiary; provided that -------- that, in the case of such a merger involving Company, Company shall be the continuing or surviving corporation, in the case of any such merger of Domestic Subsidiaries (not involving Company), or of any merger of a Domestic Subsidiary and (B) any Material Subsidiary may merge or consolidate with any other Person provided that the Company or a Material Foreign Subsidiary, a Domestic Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if corporation and in the case of any transaction shall be between other merger involving a Subsidiary and a wholly-owned SubsidiaryGuarantor, a wholly-owned Subsidiary Guarantor shall be the continuing or surviving corporation; (ii) Company and its Subsidiaries may acquire inventory, equipment and other assets in the ordinary course of business; (iii) Company and its Subsidiaries may sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided that -------- the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Company); (iv) Company and its Subsidiaries may make Asset Sales of assets having a fair market value (determined in good faith by the board of directors of Company) not in excess of $5,000,000 (or $10,000,000 if, after giving effect to such Asset Sale, the Leverage Ratio determined on a Pro Forma Basis is less than 3.50:1.00) for any Fiscal Year; provided that, in -------- each such case, (2x) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Company); and (y) the proceeds of such Asset Sales shall be applied as required by subsection 2.4B(iii)(a); (v) Company and its Subsidiaries may acquire the stock or other equity Securities of any Person that, as a result of such acquisition, becomes a wholly-owned Subsidiary of Company or any of its Subsidiaries or is merged into Company or its Subsidiaries, or may acquire the business, property or assets of any Person; provided, that (x) on a Pro Forma Basis, -------- the aggregate principal amount of all Indebtedness incurred by -121- Company or its Subsidiaries to finance such acquisition, plus the aggregate ---- amount of Indebtedness of such acquired business existing at the time of such acquisition for which Company or any of its Subsidiaries (including, without limitation such acquired business) shall be liable following such acquisition shall be less than 90% of the aggregate amount of consideration paid by Company and its Subsidiaries for such acquired business (y) no Default or Event of Default shall have occurred and be continuing or result from such merger or consolidationtherefrom (z) if, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior after giving effect to such merger Acquisition, the Leverage Ratio determined on a Pro Forma Basis is greater than 5.00:1.00 the aggregate cash consideration paid in connection with all such acquisitions made pursuant to this clause (z); shall not exceed $10,000,000, plus the ---- Excess Proceeds Amount; (vi) Company may create or consolidationacquire new Subsidiaries; provided that, -------- (a) promptly after the formation or acquisition of each such Subsidiary, Company or such Subsidiary, as applicable, shall deliver or cause to be delivered each of the items and execute each of the documents, if any, required pursuant to subsection 6.9; and (iivii) any Subsidiary of the Company may sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to consummate the Company or another wholly-owned Subsidiary of the Company; provided that, in the event that any such Subsidiary that sells all or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of the Company is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative AgentRecapitalization Transactions.

Restriction on Fundamental Changes. (a) The Company Holdings and the Borrower shall not, and shall not permit any of its Material Subsidiaries other Subsidiary to, engage in enter into any material line of merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer or permit any of its Material Subsidiaries to, merge, consolidate with or into, or convey, transferlease, lease sell, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially all, all of its assets to assets, whether now or in favor of any Personhereafter acquired, except: except as otherwise permitted under Section 6.4, provided that (ix) (A) Holdings or the Company Borrower may consolidate or merge or consolidate with any other Person provided that if (i) Holdings or the Company Borrower, as the case may be, shall be the surviving or continuing entity, (ii) at the time of such consolidation or surviving corporationmerger and after giving effect thereto, no Default shall have occurred and be continuing, (iii) such other Person shall be primarily engaged in the business of manufacturing and/or processing steel or steel-related products and (Biv) any Material Subsidiary may merge or consolidate with any other Person provided that the Company or Agent and the Banks shall have received a Material Subsidiary shall be certificate from an Authorized Officer of the continuing or surviving corporation; providedBorrower certifying that, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from after giving effect to such merger or consolidation, there is no reasonable likelihood of a Material Adverse Effect re- sulting therefrom, and (3y) except where any Subsidiary of Holdings (other than the Borrower) may merge with or into any other Subsidiary of Holdings (other than the Borrower). (b) Holdings and the Borrower shall not, and shall not permit any other Subsidiary to, (i) acquire, by purchase or otherwise any other Person (regardless of whether such transaction is structured as a wholly-owned sale of stock or assets) or (ii) enter into any partnership or joint venture (other than any partnership or joint venture in existence on the Restatement Effective Date), provided that Holdings, the Borrower or any other Subsidiary merges or consolidates with another wholly-owned Subsidiary or may (x) so acquire any other Person if (i) at the Companytime of such acquisition and after giving effect thereto, no Default or Event of Default shall exist prior to such merger or consolidation; and have occurred and be continuing, (ii) the Person which is being acquired shall be primarily engaged in the business of manufacturing and/or processing steel or steel-related products and (iii) there is no reasonable likelihood of a Material Adverse Effect resulting therefrom and (y) enter into a partnership or joint venture if such partnership or joint venture (each, a "New JV") shall be primarily engaged in the business of manufacturing and/or processing steel or steel-related products and that, after giving effect to such New JV, there is no reasonable likelihood of a Material Adverse Effect resulting therefrom. (c) Holdings and the Borrower shall not, and shall not permit any other Subsidiary to, amend or modify its certificate of the Company may sell all incorporation or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or another whollyby-owned Subsidiary of the Company; provided thatlaws or, in the event that any such Subsidiary that sells all or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary case of the Company is Double Eagle, its Joint Venture Agreement if such amendment or modification could have a Guarantor Material Adverse Effect. (d) Holdings and such wholly-owned the Borrower shall not, and shall not permit any other Subsidiary to, be or become a "holding company" or a "subsidiary company" of a "holding company" or a "subsidiary company" within the meaning of the Public Utility Holding Company is not a GuarantorAct of 1935, then such wholly-owned Subsidiary as amended. (e) Neither Holdings nor the Borrower shall guarantee the Obligations under this Agreement have or create any Subsidiaries except those set forth on Schedule 6.3(e) or otherwise permitted to be formed pursuant to, and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory subject to the Administrative Agentterms and provisions of, Section 6.6(i).

Restriction on Fundamental Changes. (a) The Asset Sales and Acquisitions Company shall not, and shall not permit any of its Material Subsidiaries to, engage in enter into any material line transaction of business substantially different from those lines of business carried on by it on the date hereof. merger or consolidation, or liquidate, wind up or dissolve itself (b) The Company shall not, and shall not or suffer any liquidation or permit any of its Material Subsidiaries to, merge, consolidate with or intodissolution), or convey, transfersell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially all, any part of its business, property or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all the business, property or fixed assets to of, or in favor stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except: (i) (A) the Company may merge or consolidate with any other Person provided that the Company shall be the continuing or surviving corporation, and (B) any Material Subsidiary may merge or consolidate with any other Person provided that the Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) so long as no Default or Event of Default shall then exists or would exist immediately after giving effect thereto or would result from therefrom and subject to subsection 8.11, (A) Company and any Subsidiary may merge with any other Person, provided that Company or such Subsidiary, as the case may be, is the survivor of such merger or consolidation(B) if Company or such Subsidiary is not the survivor of such merger, the survivor assumes all the obligations of Company or such Subsidiary, as the case may be, under the Loan Documents to which such Person is a party; provided that it is understood and agreed that notwithstanding the foregoing, but subject to subsection 8.11, Company may consummate a transaction at any time which has the effect of creating a holding company ("Holdings") above Company which shall own 100% of the capital stock of Company, so long as (x) the conditions set forth in clause (A) or (B), as applicable, have been satisfied and (3y) except where at the time such transaction is consummated, Holdings shall (i) pledge all the capital stock of Company to the Collateral Agent for the benefit of the Lenders pursuant to a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior pledge agreement in form and substance similar to such merger or consolidation; and Exhibit XII and (ii) any Subsidiary of the Company may sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or another wholly-owned Subsidiary of the Company; provided that, in the event that any such Subsidiary that sells all or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of the Company is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations obligations of Company under this Agreement and the other Loan Documents pursuant to a guaranty agreement guarantee in form and substance reasonably satisfactory to the Administrative AgentAgent (the "Holdings Guarantee"); (ii) Company and its Subsidiaries may dispose of obsolete, worn out or surplus property in the ordinary course of business; (iii) Company and its Subsidiaries may sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided that the consideration received for such assets shall be in an amount at least equal to the fair market value thereof; (iv) Company and its Subsidiaries may make Asset Sales not otherwise permitted by any other clause of this subsection 7.5 if, after giving effect to such Asset Sale, Company is in compliance with subsection 7.4 and the aggregate consideration received from all such sales since the Closing Date (other than proceeds received from Asset Sales permitted under any other clause of this subsection 7.5) does not exceed 25% of the book value of consolidated total assets of Company on the last day of the most recent Fiscal Quarter; (v) Company and its Subsidiaries may make Asset Sales of Receivables Assets to the extent permitted by subsection 7.8; (vi) Company and its Subsidiaries may make Asset Sales of the NPA Real Estate; and (vii) Company may acquire by purchase or otherwise any business, property or assets or any divisions or line of business of any Person if, after giving pro forma effect thereto as if such acquisition had occurred on the first day of the four Fiscal Quarter period most recently ended prior to the date of such acquisition, Company is in compliance with subsection 7.4.

Restriction on Fundamental Changes. The Borrower will not, and will not permit any Subsidiary to, voluntarily liquidate or dissolve, or consolidate or merge with any other Person, or permit any other Person to consolidate or merge with it, except that: (a) The Company shall not, and shall not permit any of its Material Subsidiaries to, engage in any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer Subsidiary may consolidate into or permit any of its Material Subsidiaries to, merge, consolidate merge with or 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 to or in favor of any Person, except: (i) (A) the Company may merge Borrower or consolidate with any other Person provided that the Company shall be the continuing or surviving corporation, and (B) any Material Subsidiary may merge or consolidate with any other Person provided that the Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a whollyWholly-owned Subsidiary, a whollySubsidiary (if the Borrower or such Wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any other corporation (if such Subsidiary of shall be the Company continuing or surviving corporation); (b) any Subsidiary may sell all sell, lease, transfer or substantially all otherwise dispose of its assets (upon voluntary liquidation or otherwise) in their entirety to the Company Borrower or another whollyany Wholly-owned Subsidiary Subsidiary, and may thereafter liquidate and dissolve; (c) the Borrower may merge with any other corporation provided that the Borrower shall be the continuing or surviving corporation; (d) the Borrower may, subject to the written approval of all the Banks and the Agent, consolidate with or merge into any solvent corporation which shall be duly organized and validly existing in good standing under the laws of the Company; provided thatUnited States of America or a state thereof, which shall be engaged in a line of business which is substantially the event that any such Subsidiary that sells all same or substantially all similar to the business in which the Borrower and its Subsidiaries are primarily engaged on the date of its assets (upon voluntary liquidation or otherwise) this Agreement and which shall expressly assume, pursuant to another wholly-owned Subsidiary a written agreement satisfactory in form, scope and substance to the holders of the Company is a Guarantor Notes, the due and such wholly-owned Subsidiary punctual payment of the Company is not a Guarantorprincipal of, then such wholly-owned Subsidiary shall guarantee premium, if any, and interest on the Obligations Notes according to their tenor, and the due and punctual performance and observance of the obligations of the Borrower under this Agreement and the other Loan Documents pursuant Notes, an executed counterpart of which assumption agreement shall have been furnished to each holder of a guaranty agreement in form and substance reasonably Note together with a favorable opinion of counsel satisfactory to each such holder covering such matters relating to such assumption and such assumption agreement as such holder may reasonably request; and (e) any Subsidiary may sell, lease, transfer or otherwise dispose of all or any portion of its assets if the Administrative Agentdisposition would comply with the restrictions set forth in Section 6.7.1(d) of this Agreement, after which such Subsidiary may liquidate and dissolve. It shall be a further condition to any consolidation or merger that, on the date of such consolidation or merger and immediately after giving effect to such action, no Event of Default or Unmatured Event of Default shall have occurred and be continuing and the Permitted Indebtedness Limitation shall not be exceeded. Nothing contained in this Section 6.3 shall permit the disposition of assets consisting of Indebtedness, stock or similar interests in any Subsidiary unless such disposition is also in compliance with the other terms and conditions of this Agreement.

Restriction on Fundamental Changes. (a) The Company shall not, and nor shall not the Company permit any of its Material Subsidiaries to, engage in any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer or permit any of its Material Subsidiaries Subsidiary to, merge, consolidate or amalgamate with any other Person, or intoliquidate, wind-up or dissolve, or convey, transferlease, lease sell, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially allall of the assets of the Company and its Subsidiaries, taken as a whole, whether now or hereafter acquired, except that (a) a Subsidiary of its assets to the Company may merge, consolidate or in favor of amalgamate with or into the Company or any PersonSubsidiary, except: provided that (i) (A) in the Company may merge or consolidate with case #96405571v11 of any other Person provided that such transaction involving the Company, the Company shall be the surviving or continuing or surviving corporation, Person and (Bii) in the case of any such transaction involving a Borrowing Subsidiary, such Borrowing Subsidiary (or, in the case of a merger, consolidation or amalgamation of such Borrowing Subsidiary with or into the Company or another Borrowing Subsidiary, the Company or such other Borrowing Subsidiary) shall be the surviving or continuing Person, (b) any Material Subsidiary may merge or consolidate with any Person (other Person provided that than the Company or a Material Subsidiary shall be Subsidiary) may merge, consolidate or amalgamate with or into (i) the Company in a transaction in which the Company is the surviving or continuing Person or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any Subsidiary of in a transaction in which such Subsidiary or a Person that becomes a Subsidiary is the Company surviving or continuing Person, (c) any Subsidiary (other than a Borrowing Subsidiary) may sell all merge, consolidate or substantially all of its assets amalgamate with or into any Person (upon voluntary liquidation or otherwise) to the Company or another wholly-owned Subsidiary of other than the Company; provided that) in a transaction not prohibited hereunder in which, in after giving effect to such transaction, the event that any such Subsidiary that sells all surviving or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of the Company continuing Person is not a GuarantorSubsidiary and (d) any Subsidiary (other than a Borrowing Subsidiary) may liquidate, then such whollydissolve or wind-owned Subsidiary up (including by “striking off” or similar proceeding). Notwithstanding anything to the contrary herein, for the avoidance of doubt, this Section 6.05 shall guarantee not apply to the Obligations under this Agreement Amendment No. 1 Target Acquisition or any transactions undertaken to implement the Amendment No. 1 Target Acquisition, in accordance with the Amendment No. 1 Acquisition Agreement, and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative AgentAmendment No. 1 Target Acquisition shall be permitted hereunder.

Restriction on Fundamental Changes. (a) The Company shall not, and nor shall not the Company permit any of its Material Subsidiaries to, engage in any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer or permit any of its Material Subsidiaries Subsidiary to, merge, consolidate or amalgamate with any other Person, or intoliquidate, wind-up or dissolve, or convey, transferlease, lease sell, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially allall of the assets of the Company and its Subsidiaries, taken as a whole, whether now or hereafter acquired, except that (a) a Subsidiary of its assets to the Company may merge, consolidate or in favor of amalgamate with or into the Company or any PersonSubsidiary, except: provided that (i) (A) in the Company may merge or consolidate with case of any other Person provided that such transaction involving the Company, the Company shall be the surviving or continuing or surviving corporation, Person and (Bii) in the case of any such transaction involving a Borrowing Subsidiary, such Borrowing Subsidiary (or, in the case of a merger, consolidation or amalgamation of such Borrowing Subsidiary with or into the Company or another Borrowing Subsidiary, the Company or such other Borrowing Subsidiary) shall be the surviving or continuing Person, (b) any Material Subsidiary may merge or consolidate with any Person (other Person provided that than the Company or a Material Subsidiary shall be Subsidiary) may merge, consolidate or amalgamate with or into (i) the Company in a transaction in which the Company is the surviving or continuing Person or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any Subsidiary of in a transaction in which such Subsidiary or a Person that becomes a Subsidiary is the Company surviving or continuing Person, (c) any Subsidiary (other than a Borrowing Subsidiary) may sell all merge, consolidate or substantially all of its assets amalgamate with or into any Person (upon voluntary liquidation or otherwise) to the Company or another wholly-owned Subsidiary of other than the Company; provided that) in a transaction not prohibited hereunder in which, in after giving effect to such transaction, the event that any such Subsidiary that sells all surviving or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of the Company continuing Person is not a GuarantorSubsidiary and (d) any Subsidiary (other than a Borrowing Subsidiary) may liquidate, then such whollydissolve or wind-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agentup (including by “striking off” or similar proceeding).

Restriction on Fundamental Changes. (a) The Company Borrower shall not, and shall not permit any of its Material Subsidiaries to, engage in a single transaction or through a series of related transactions, enter into any material line of merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer or permit any of its Material Subsidiaries to, merge, consolidate with or into, or convey, transferlease, lease sell, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially all, any substantial part of its assets to business or in favor of any Personproperty, except: whether now or hereafter acquired, except (i) as otherwise permitted under Section 7.5, (A) the Company may merge or consolidate with any other Person provided that the Company shall be the continuing or surviving corporation, and (Bii) any Material Subsidiary may merge direct or consolidate with any other Person provided that the Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a indirect wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any Subsidiary of the Company Borrower may sell merge into or convey, sell, lease or transfer all or substantially all of its assets (upon voluntary liquidation to, the Borrower or otherwise) to the Company any other direct or another indirect wholly-owned Subsidiary of the Company; provided that, Borrower in a transaction in which no Person other than the event that any such Subsidiary that sells all Borrower or substantially all of its assets (upon voluntary liquidation direct or otherwise) to another indirect wholly-owned Subsidiary Subsidiaries receives any consideration, PROVIDED that immediately following such transaction, the Agent shall have a perfected security interest in all of the Company is a Guarantor assets and properties which were Collateral prior to such transaction, and such wholly-owned Subsidiary security interest in such Collateral (other than the stock of a corporation which was not a survivor of a merger) shall be of the Company is not a Guarantorsame priority as existed prior to such transaction, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan survivor of such transaction shall execute and deliver any Security Documents requested by the Agent, and (iii) pursuant to any Permitted Organizational Changes; PROVIDED that (x) no Permitted Organizational Change shall take place during the continuance of a guaranty agreement in form Default or an Event of Default, and substance reasonably satisfactory (y) prior to the Administrative Agentoccurrence of any Permitted Organizational Change, the Borrower shall deliver to the Agent an officer's certificate in the form of Exhibit 7.4(a). (b) Except as set forth in Section 7.8, the Borrower shall not, and shall not permit any of its Subsidiaries to, (i) acquire by purchase or otherwise any property or assets of, or stock or other evidence of beneficial ownership of, any Person, except purchases of inventory, equipment, materials and supplies in the ordinary course of the Borrower's or such Subsidiary's business, (ii) during the continuance of any Default or Event of Default, create any Subsidiary, or (iii) enter into any partnership or joint venture. (c) Borrower shall not, and shall not permit any of its Subsidiaries to, amend its certificate of incorporation or by-laws; PROVIDED that so long as no Default or Event of Default has occurred and is continuing, the Borrower and its Subsidiaries may make changes to their respective certificates of incorporation and bylaws other than those changes which, individually or in the aggregate, could have a Material Adverse Effect.

Restriction on Fundamental Changes. (a) The Unless permitted by Section 8.07, the Company shall not, and shall not permit any of its Material Wholly-Owned Subsidiaries to, engage in enter into any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall notmerger, and shall not suffer consolidation, reorganization or permit any of its Material Subsidiaries torecapitalization liquidate, mergewind up or dissolve or sell, consolidate with or intolease, or convey, transfer, lease transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially all, all of its assets to or in favor of any Persontheir business or assets, except: whether now owned or hereafter acquired, except that: (i) (Aa) the Company or any of its Wholly-Owned Subsidiaries may merge or consolidate with any other Person provided that the Company shall be the continuing or surviving corporationenter into a merger as part of a Permitted Acquisition, and (B) any Material Subsidiary may merge or consolidate with any other Person provided that the Company or such Wholly-Owned Subsidiary owns or controls a Material Subsidiary shall be majority of the continuing or surviving corporationentity of such merger; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3b) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, as long as no Default or Event of Default shall exist prior to such merger after giving effect thereto, any Wholly-Owned Subsidiary may be merged or consolidation; and (ii) consolidated into the Company, a Subsidiary Borrower or any other Significant Subsidiary of the Company may sell which has become a Guarantor or be liquidated, wound up or dissolved, or all or substantially all of its business or assets (upon voluntary liquidation may be sold, leased, transferred, or otherwise) otherwise disposed of, in one transaction or a series of transactions, to the Company, a Subsidiary Borrower or any other Significant Subsidiary which has become a Guarantor; provided that neither the Company nor any Significant Subsidiary may be involved in any such transaction unless the Company, a Subsidiary Borrower, or another wholly-owned Subsidiary a Significant Subsidiary, as the case may be, is the surviving or acquiring corporation and the net worth of the Company; provided that, in the event that any such Subsidiary that sells all Borrower or substantially all of its assets (upon voluntary liquidation a Significant Subsidiary, as the case may be, is unchanged or otherwise) higher after giving effect to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of the Company is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the merger or other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agenttransaction.

Restriction on Fundamental Changes. Subject to subsection 5.2, each of Company and its Consolidated Subsidiaries will not enter into any transaction of merger or consolidate, or liquidate, wind-up or dissolve itself (a) The Company shall not, and shall not permit or suffer any of its Material Subsidiaries to, engage in any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer liquidation or permit any of its Material Subsidiaries to, merge, consolidate with or intodissolution), or convey, transfersell, lease exchange, lease, sub-lease, transfer or otherwise dispose of whether of, in one transaction or in a series of related transactions, all or substantially all, any of its business, property or fixed assets, or all or any portion of the stock or beneficial ownership, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all the business, property or fixed assets to of, or in favor stock or other evidence of beneficial ownership of, any Person, except: (i) (A) the any Subsidiary of Company may merge be merged or consolidate consolidated with any other Person provided that the Company shall be the continuing or surviving corporation, and (B) any Material Subsidiary may merge or consolidate with any other Person provided that the into Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned SubsidiarySubsidiary of Company, or be liquidated, wound up or dissolved, or all or substantially all of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any wholly-owned Subsidiary of Company; provided that, in the -------- case of such a merger or consolidation, Company or such wholly-owned Subsidiary shall be the continuing or surviving corporation; provided -------- further that, in the case of such a merger or consolidation or disposition ------- of a majority of the stock of a Subsidiary or substantially all of the business, property or assets of such a Subsidiary (the "Affected -------- Subsidiary") of Company which is a guarantor of any of the Obligations, (2a) no Default the continuing, surviving or Event transferee corporation shall expressly assume the obligations of Default shall result from the Affected Subsidiary under such guaranty and (b) in the case of a merger or consolidation, the net worth of the continuing or surviving corporation (calculated without giving effect to any increase in the amount of intercompany Indebtedness for which the continuing or surviving corporation is liable as compared to the amount of intercompany Indebtedness for which the Affected Subsidiary was liable immediately prior to such merger or consolidation, and (3) except where a wholly-owned shall not be less than the net worth of the Affected Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist immediately prior to such merger or consolidation; andand provided still further that, subject to the terms of the applicable -------- ----- ------- Collateral Document, in the case of such a merger or consolidation or disposition of a majority of the stock of a Subsidiary or substantially all of the business, property or assets of such a Subsidiary of Company the stock of which is pledged to secure the Obligations, the stock of the continuing, surviving or transferee corporation shall, at the time of consummation of such merger, consolidation or transfer, be pledged to secure the Obligations; (ii) Company and its Consolidated Subsidiaries may acquire the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Subsidiary Person or any operating division of such Person engaged in businesses substantially similar to those currently conducted by the Company and its Consolidated Subsidiaries (such asset or stock acquisitions being herein collectively referred to as "Permitted --------- Acquisitions"); provided that any such Permitted Acquisition with an ------------ -------- aggregate purchase price (including cash and the amount of all Indebtedness assumed or acquired in connection with such Permitted Acquisition) greater than $20,000,000 will be subject to the following conditions: (x) no Potential Event of Default or Event of Default shall then exist or shall occur under this Agreement as a result of such Permitted Acquisition; (y) after giving effect to any such Permitted Acquisition, the Company is in pro forma compliance with the financial covenants referred to in subsection --- ----- 6.6 as evidenced by a pro forma Compliance Certificate delivered to the --- ----- Administrative Agent not less than five business days prior to the consummation of any such Permitted Acquisition, and (z) Company shall have delivered to Administrative Agent not less than five Business days prior to the consummation of any such Permitted Acquisition a description of such Permitted Acquisition and financial statements of the entity which is the subject of the Permitted Acquisition; provided further that upon -------- ------- consummation of any Permitted Acquisition, there shall be at least $20,000,000 in aggregate Commitments available under this Agreement. (iii) Company may sell all sell, exchange or substantially all otherwise dispose of its assets (upon voluntary liquidation or otherwise) to the Company extent sold or another wholly-owned Subsidiary disposed of in connection with the CompanyTrade Receivables Facility or pursuant to Asset Sale transactions; provided thatthat (a) any such -------- Asset Sale is made for the fair market value of such assets and for at least eighty-five percent (85%) cash, and (b) the Net Cash Proceeds of each such Asset Sale are applied in conformity with subsection 2.4; (iv) Company and its Subsidiaries may, in the event that any such Subsidiary that sells all ordinary course of business, sell, lease, assign or substantially all transfer for value personal property held for sale or lease in ordinary course of business of Company and its assets Subsidiaries; and (upon voluntary liquidation or otherwisev) to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of the Company is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations its Subsidiaries may make Restricted Junior Payments permitted under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agentsubsection 6.5.

Restriction on Fundamental Changes. Subject to subsection 5.2, each of Company and its Subsidiaries will not enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (a) The Company shall not, and shall not permit or suffer any of its Material Subsidiaries to, engage in any material line of business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer liquidation or permit any of its Material Subsidiaries to, merge, consolidate with or intodissolution), or convey, transfersell, lease lease, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially all, any part of its assets to business, property or in favor of any Personfixed assets, whether now owned or hereafter acquired, except: (i) (A) the any Subsidiary of Company may merge be merged or consolidate consolidated with any other Person provided that the Company shall be the continuing or surviving corporation, and (B) any Material Subsidiary may merge or consolidate with any other Person provided that the into Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned SubsidiarySubsidiary of Company, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any wholly-owned Subsidiary of Company; provided that, in the case of such a merger or consolidation, Company or such wholly-owned Subsidiary shall be the continuing or surviving corporation; further provided that, (2) no Default or Event in the case of Default shall result from such a merger or consolidationconsolidation or disposition of a majority of the stock of a Subsidiary of, or substantially all of the business, property or assets of such a Subsidiary (the "AFFECTED SUBSIDIARY") of, Company which is a guarantor of any of the Obligations, the continuing, surviving or transferee corporation shall expressly assume the obligations of the Affected Subsidiary under such guaranty; and (3) except where still further provided that, if required by the terms of any applicable Collateral Document, in the case of such a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; andconsolidation or disposition of a majority of the stock of a Subsidiary of, or substantially all of the business, property or assets of such a Subsidiary of, Company the stock of which is pledged to secure the Obligations, the stock of the continuing, surviving or transferee corporation shall, at the time of consummation of such merger, consolidation or transfer, be pledged to secure the Obligations; (ii) Company and its Subsidiaries may convey, sell, lease or otherwise dispose of in the ordinary course of business any Subsidiary property or asset which is obsolete or no longer useful in any of its businesses or is of de minimis value, as determined in good faith by the Board of Directors of Company or such Subsidiary, as the case may be; (iii) so long as no Event of Default has occurred and is continuing or shall be caused thereby, Company and its Subsidiaries may convey, sell, lease or otherwise dispose of any of their assets outside the ordinary course of business; provided that (a) any such sale or other disposition is made for at least the fair market value of such assets; (b) Company and its Subsidiaries may not sell or otherwise dispose of, in any one or more Asset Sales consummated after the date hereof, an amount equal to or greater than an aggregate of (i) $300,000,000 in fair market value of stock or other assets pursuant to this subsection 6.7(iii) during any consecutive 12-month period or (ii) $600,000,000 in fair market value of stock or other assets pursuant to this subsection 6.7(iii) during the term of this Agreement; and (c) Company and its Subsidiaries may not sell all or substantially all of the assets of any Reporting Unit; (iv) Company and its assets Subsidiaries may sell, resell or otherwise dispose of real or personal property held for sale or resale in the ordinary course of business; (upon voluntary liquidation or otherwisev) to the Company or another wholly-any of its Subsidiaries may convey, sell, transfer or otherwise dispose of any Margin Stock (other than any capital stock of any Subsidiaries of Company), whether now owned Subsidiary of the Companyor hereafter acquired; provided that, in the event that any such Subsidiary that sells all or substantially all of disposition is for fair value; and (vi) Company and its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is a Guarantor Consolidated Subsidiaries may sell and such wholly-owned Subsidiary of the Company is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations discount notes and accounts receivable as permitted under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agentsubsection 6.8.

Restriction on Fundamental Changes. (a) The Company Borrower shall not, and shall not permit any of its Material Subsidiaries to, engage in enter into any material line of merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer or permit any of its Material Subsidiaries to, merge, consolidate with or into, or convey, transferlease, lease sell, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or any substantial part of its business or property, whether now or hereafter acquired, except (i) as otherwise permitted under Section 7.5, (ii) any wholly-owned Subsidiary of the Borrower other than Hardee's and any of the Hardee's Subsidiaries may merge into or convey, sell, lease or transfer all or substantially all, all of its assets to to, the Borrower or in favor of any Person, except: (i) (A) the Company may merge or consolidate with any other Person provided wholly-owned Subsidiary of the Borrower, provided, that in any such merger involving the Company Borrower, the Borrower shall be the continuing or surviving corporationcorporation and any such Subsidiary merging into the Borrower shall be Solvent, and (Biii) any Material Solvent Person acquired by the Borrower or a Subsidiary of the Borrower in a Permitted Acquisition permitted hereunder may merge with the Borrower or consolidate with any other Person provided that the Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned SubsidiarySubsidiary of the Borrower other than Hardee's and any of the Hardee's Subsidiaries, a provided, that in any such merger, the Borrower or such wholly-owned Subsidiary shall be the continuing or surviving corporation, (2iv) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any Subsidiary of the Company and its Subsidiaries may sell all merge into or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or another wholly-owned Subsidiary of the Company; provided thatconvey, in the event that any such Subsidiary that sells all or substantially all of its assets (upon voluntary liquidation or otherwise) to another wholly-owned Subsidiary of the Company is a Guarantor and such wholly-owned Subsidiary of the Company is not a Guarantor, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan Documents pursuant to a guaranty agreement in form and substance reasonably satisfactory to the Administrative Agent.sell,

Restriction on Fundamental Changes. (a) The Company Borrower shall not, and shall not permit any of its Material Subsidiaries to, engage in a single transaction or through a series of related transactions, enter into any material line of merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business substantially different from those lines of business carried on by it on the date hereof. (b) The Company shall not, and shall not suffer or permit any of its Material Subsidiaries to, merge, consolidate with or into, or convey, transferlease, lease sell, transfer or otherwise dispose of whether of, in one transaction or in a series of transactions, all or substantially all, any substantial part of its assets to business or in favor of any Personproperty, except: whether now or hereafter acquired, except (i) as otherwise permitted under SECTION 7.5, (A) the Company may merge or consolidate with any other Person provided that the Company shall be the continuing or surviving corporation, and (Bii) any Material Subsidiary may merge direct or consolidate with any other Person provided that the Company or a Material Subsidiary shall be the continuing or surviving corporation; provided, further, that (1) if any transaction shall be between a Subsidiary and a wholly-owned Subsidiary, a indirect wholly-owned Subsidiary shall be the continuing or surviving corporation, (2) no Default or Event of Default shall result from such merger or consolidation, and (3) except where a wholly-owned Subsidiary merges or consolidates with another wholly-owned Subsidiary or the Company, no Default or Event of Default shall exist prior to such merger or consolidation; and (ii) any Subsidiary of the Company Borrower may sell merge into or convey, sell, lease or transfer all or substantially all of its assets (upon voluntary liquidation to, the Borrower or otherwise) to the Company any other direct or another indirect wholly-owned Subsidiary of the Company; provided that, Borrower in a transaction in which no Person other than the event that any such Subsidiary that sells all Borrower or substantially all of its assets (upon voluntary liquidation direct or otherwise) to another indirect wholly-owned Subsidiary Subsidiaries receives any consideration, PROVIDED that immediately following such transaction, the Agent shall have a perfected security interest in all of the Company is a Guarantor assets and properties which were Collateral prior to such transaction, and such wholly-owned Subsidiary security interest in such Collateral (other than the stock of a corporation which was not a survivor of a merger) shall be of the Company is not a Guarantorsame priority as existed prior to such transaction, then such wholly-owned Subsidiary shall guarantee the Obligations under this Agreement and the other Loan survivor of such transaction shall execute and deliver any Security Documents requested by the Agent, and (iii) pursuant to any Permitted Organizational Changes; PROVIDED that (x) no Permitted Organizational Change shall take place during the continuance of a guaranty agreement in form Default or an Event of Default, and substance reasonably satisfactory (y) prior to the Administrative occurrence of any Permitted Organizational Change, the Borrower shall deliver to the Agent an officer's certificate in the form of Exhibit 7.4(a). (b) Except as set forth in SECTION 7.8, the Borrower shall not, and shall not permit any of its Subsidiaries to, (i) acquire by purchase or otherwise any property or assets of, or stock or other evidence of beneficial ownership of, any Person, except purchases of inventory, equipment, materials and supplies in the ordinary course of the Borrower's or such Subsidiary's business, (ii) during the continuance of any Default or Event of Default, create any Subsidiary, or (iii) enter into any partnership or joint venture. (c) Borrower shall not, and shall not permit any of its Subsidiaries to, amend its certificate of incorporation, by-laws or other organizational documents, provided that so long as no Default or Event of Default has occurred and is continuing, the Borrower and its Subsidiaries may make changes to their respective certificates of incorporation and by-laws other than (i) those changes which, individually or in the aggregate, could have a Material Adverse Effect or (ii) those changes that would effect an election pursuant to which an interest in a partnership or limited liability company shall be a security governed by Article 8 of the Uniform Commercial Code in any jurisdiction (A) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (B) the laws of which may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection and the priority of a security interest in an interest in a partnership or limited liability company (except to the extent the Borrower shall have delivered, or shall have caused to be delivered to the Agent, duly executed stock powers in blank with respect to such partnership or membership interests).