Common use of Restrictions on Fundamental Changes Clause in Contracts

Restrictions on Fundamental Changes. The Company will not, and will not permit any of its Restricted Subsidiaries to, merge or 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 the assets of the Company and its Subsidiaries, taken as a whole (whether now owned or hereafter acquired), to any Person (other than the Company or any Restricted Subsidiary, so long as (x) if required to do so pursuant to Section 5.01(g), such Restricted Subsidiary becomes a Guarantor pursuant to Section 5.01(g) simultaneously with such transaction, (y) such parties comply with Section 5.01(i) to the extent applicable and (z) with respect to any merger or consolidation that involves a Loan Party, a Loan Party is the surviving entity), or enter into any partnership, joint venture, syndicate, pool or other combination, except that (a) a merger or consolidation shall be permitted to the extent that (i) no Potential Event of Default or Event of Default has occurred and is continuing or would result therefrom, (ii) in the case of any consolidation or merger involving a Guarantor, either (A) such Guarantor (or another Guarantor) shall be the surviving entity or (B) simultaneously with such consolidation or merger, the continuing or surviving Person shall become a Guarantor and the Loan Parties shall comply with Section 5.01(g) and Section 5.01(i) in connection therewith and (iii) in the case of any consolidation or merger involving the Company, either (A) the Company is the surviving entity or (B) if the Person surviving or resulting from such consolidation or merger is not the Company (such surviving corporation, the “Successor Company”), (1) the Successor Company shall be an entity organized or existing under the laws of the United States of America, any State thereof or the District of Columbia, (2) the Successor Company shall have assumed the obligations of the Company hereunder in an agreement or instrument reasonably satisfactory in form and substance to the Administrative Agent and the Successor Company shall have delivered, for the benefit of the Lenders, the Administrative Agent and the Collateral Agent, such other documents as may reasonably be requested, including, without limitation, information in respect of “know your customer” and similar requirements, an incumbency certificate and an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Majority Lenders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (3) each Guarantor, unless it is the Successor Company, shall have confirmed that its guarantee shall apply to the Successor Company’s obligations under the Loan Documents and (4) each Guarantor, unless it is the Successor Company, shall have, by a supplement to the Collateral Agreement and other applicable Collateral Documents, confirmed that its obligations thereunder shall apply to its guarantee of the Successor Company’s obligations under the Loan Documents; provided, further, that if the foregoing conditions are satisfied, the Successor Company will succeed to, and be substituted for, the Company under this Agreement and the other Loan Documents, and (b) Dispositions permitted by Section 5.02(f) may be effected by mergers and consolidations.

Restrictions on Fundamental Changes. The Company will not, and will not permit any of its Restricted Subsidiaries to, merge or 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 the assets of the Company and its Subsidiaries, taken as a whole (whether now owned or hereafter acquired), to any Person (other than the Company or any Restricted Subsidiary, so long as (x) ), if required to do so pursuant to Section 5.01(g), such Restricted Subsidiary becomes a Guarantor pursuant to Section 5.01(g) simultaneously with such transaction, (y) such parties comply with Section 5.01(i) to the extent applicable and (z) with respect to any merger or consolidation that involves a Loan Party, a Loan Party is the surviving entity), or enter into any partnership, joint venture, syndicate, pool or other combination, except that (a) a merger or consolidation shall be permitted to the extent that (i) no Potential Event of Default or Event of Default has occurred and is continuing or would result therefrom, (ii) in the case of any consolidation or merger involving a Guarantor, either (A) such Guarantor (or another Guarantor) shall be the surviving entity or (B) simultaneously with such consolidation or merger, the continuing or surviving Person shall become a Guarantor and the Loan Parties shall comply with Section 5.01(g) and Section 5.01(i) in connection therewith and (iii) in the case of any consolidation or merger involving the Company, either (A) the Company is the surviving entity or (B) if the Person surviving or resulting from such consolidation or merger is not the Company (such surviving corporation, the “Successor Company”), (1) the Successor Company shall be an entity organized or existing under the laws of the United States of America, any State thereof or the District of Columbia, (2) the Successor Company shall have assumed the obligations of the Company hereunder in an agreement or instrument reasonably satisfactory in form and substance to the Administrative Agent Agents and the Successor Company shall have delivered, for the benefit of the Lenders, the Administrative Agent Lenders and the Collateral AgentAgents, such other documents as may reasonably be requested, including, without limitation, information in respect of “know your customer” and similar requirements, an incumbency certificate and an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Majority Lenders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (3) each Guarantor, unless it is the Successor Company, shall have confirmed that its guarantee shall apply to the Successor Company’s obligations under the Loan Documents and (4) each Guarantor, unless it is the Successor Company, shall have, by a supplement to the Collateral Agreement and other applicable Collateral Documents, confirmed that its obligations thereunder shall apply to its guarantee of the Successor Company’s obligations under the Loan Documents; provided, further, that if the foregoing conditions are satisfied, the Successor Company will succeed to, and be substituted for, the Company under this Agreement and the other Loan Documents, and (b) Dispositions permitted by Section 5.02(f) may be effected by mergers and consolidations.

Restrictions on Fundamental Changes. The Neither the Company will not, and will not permit nor any of its Restricted Subsidiaries to, merge shall be a party to any merger into or consolidate with or intoconsolidation with, or convey, transfer, lease purchase or otherwise dispose of (whether in one transaction or in a series of transactions) acquire all or substantially all of the assets or stock of any other Person, or sell all or substantially all of its assets or stock except: (a) the Exchange Offer, any subsequent acquisition of the stock of Transocean, and any transfer of stock in Transocean by the Company to NSub; (b) the Company or any of its Subsidiaries may form new Subsidiaries; Attachment A-8 (c) the Company or any of its Subsidiaries may merge into, or consolidate with, or purchase or otherwise acquire all or substantially all of the assets or stock of any other Person if upon the consummation of any such merger, consolidation, purchase or acquisition, (i) the Company or such Subsidiary is the surviving corporation to any such merger or consolidation (or the other Person is, or will thereby become, a Subsidiary of the Company), (ii) the Company or any such Subsidiary complies with Section 6.11 and Section 6.12 to the extent applicable and (iii) no Event of Default shall have occurred and be continuing or would otherwise be existing as a result of such merger, consolidation, purchase or acquisition; (d) the Company may purchase or otherwise acquire all or substantially all of the stock or assets of, or otherwise acquire by merger or consolidation, any Subsidiary; and any of the Company's Subsidiaries may merge into, or consolidate with, or purchase or otherwise acquire all or substantially all of the assets or stock of or sell all or substantially all of their assets or stock to, any other Subsidiary of the Company (or to a Person who will contemporaneously therewith become a Subsidiary of the Company) and the Company may sell all or substantially all of the stock of any Subsidiary of the Company to any other Subsidiary of the Company (or to a Person who will contemporaneously therewith become a Subsidiary of the Company), so long as (i) Section 6.11 and Section 6.12 are complied with to the extent applicable and (ii) no Default or Event of Default shall have occurred and be continuing or would otherwise be existing after or result from such merger, consolidation, purchase or acquisition; (e) any Transfer (including any Transfer of the stock of a Subsidiary of the Company) permitted under Section 6.19, and any merger or consolidation involving any Subsidiary of the Company which, if treated as a Transfer of the assets of such Subsidiary, would be permitted under Section 6.19; and (f) the Company and its SubsidiariesSubsidiaries may issue additional capital stock or ownership interests so long as there is no scheduled mandatory redemption or scheduled liquidating distribution of any such stock or interest before the Maturity Date. The Company shall not take any action which will result in a decrease in the percentage of the outstanding shares of capital stock which it owns in NSub or any other direct Material Subsidiary, taken as and will not permit NSub to take any action which will result in a whole (whether now owned or hereafter acquired), to any Person (other than decrease in the percentage of the outstanding shares of capital stock which NSub owns in Transocean. The Company or any Restricted Subsidiary, Subsidiary of the Company may decrease its ownership percentage of any other Material Subsidiary (i) so long as (x) if required to do so pursuant to Section 5.01(g)the Company, directly or indirectly, maintains an ownership interest of at least fifty-one percent (51%) and has voting control of the Board of Directors or similar governing body in such Restricted Material Subsidiary becomes a Guarantor pursuant to Section 5.01(g) simultaneously with such transaction, or (y) its entire ownership interest in such parties comply with Section 5.01(i) Material Subsidiary is transferred pursuant to the extent applicable and (z) with respect to any merger or consolidation that involves a Loan Party, a Loan Party is the surviving entity)terms hereof, or enter into any partnership, joint venture, syndicate, pool or other combination, except that (a) a merger or consolidation shall be permitted to the extent that (i) no Potential Event of Default or Event of Default has occurred and is continuing or would result therefrom, (ii) in the case connection with any dissolution of any consolidation or merger involving a Guarantor, either (A) such Guarantor (or another Guarantor) shall be the surviving entity or (B) simultaneously with such consolidation or merger, the continuing or surviving Person shall become a Guarantor and the Loan Parties shall comply with Section 5.01(g) and Section 5.01(i) in connection therewith and (iii) in the case of any consolidation or merger involving the Company, either (A) the Company is the surviving entity or (B) if the Person surviving or resulting from such consolidation or merger is not the Company (such surviving corporation, the “Successor Company”), (1) the Successor Company shall be an entity organized or existing under the laws of the United States of America, any State thereof or the District of Columbia, (2) the Successor Company shall have assumed the obligations of the Company hereunder in an agreement or instrument reasonably satisfactory in form and substance to the Administrative Agent and the Successor Company shall have delivered, for the benefit of the Lenders, the Administrative Agent and the Collateral Agent, such other documents as may reasonably be requested, including, without limitation, information in respect of “know your customer” and similar requirements, an incumbency certificate and an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Majority Lenders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (3) each Guarantor, unless it is the Successor Company, shall have confirmed that its guarantee shall apply to the Successor Company’s obligations under the Loan Documents and (4) each Guarantor, unless it is the Successor Company, shall have, by a supplement to the Collateral Agreement and other applicable Collateral Documents, confirmed that its obligations thereunder shall apply to its guarantee of the Successor Company’s obligations under the Loan Documents; provided, further, that if the foregoing conditions are satisfied, the Successor Company will succeed to, and be substituted for, the Company under this Agreement and the other Loan Documents, and (b) Dispositions Material Subsidiary permitted by Section 5.02(f) may be effected by mergers and consolidations6.1 or any other transaction expressly permitted herein.

Restrictions on Fundamental Changes. The Company will not, and will not permit any of its Restricted Subsidiaries to, merge or consolidate with or intoany other Person, or conveycause or permit any dissolution of such Credit Party or liquidation or provisional liquidation of such Credit Party or its assets, transferor sell, lease transfer or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole (whether now owned or hereafter acquired), Restricted Subsidiaries to any Person other Person, except that: (other than a) any Restricted Subsidiary of the Company may merge with and into or be dissolved or liquidated into, the Company, any other Borrower, any Guarantor or any other Restricted Subsidiary, so long as (x) if required to do so pursuant to Section 5.01(g), such Restricted Subsidiary becomes a Guarantor pursuant to Section 5.01(g) simultaneously with such transaction, (y) such parties comply with Section 5.01(i) to the extent applicable and (z) with respect to any merger or consolidation that involves a Loan Party, a Loan Party is the surviving entity), or enter into any partnership, joint venture, syndicate, pool or other combination, except that (a) a merger or consolidation shall be permitted to the extent that (i) no Potential Event of Default or Event of Default has occurred and is continuing or would result therefrom, (ii) in the case of any consolidation such merger, consolidation, dissolution or merger liquidation involving the Company, the Company is the surviving Person of any such merger, consolidation, dissolution or liquidation, (ii) except as provided in preceding clause (i), in the case of any such merger, consolidation, dissolution, liquidation or provisional liquidation involving a Borrower, another Borrower is the surviving corporation of any such merger, consolidation, dissolution, liquidation or provisional liquidation, (iii) except as provided in the preceding clause (ii), in the case of any such merger, consolidation, dissolution or liquidation involving a Guarantor, either a Guarantor is the surviving corporation of any such merger, consolidation, dissolution, liquidation or provisional liquidation, or (Aiv) such Guarantor (in all cases in connection with a merger, consolidation, dissolution, liquidation or another Guarantor) provisional liquidation involving a Credit Party, the Collateral and Guaranty Requirements shall be satisfied within the applicable time periods thereafter as set forth in Sections 6.12 and 6.13; (b) the Company may merge or consolidate with, or Dispose of all or substantially all of its assets to any other Person so long as (i) the Company is the surviving entity Person of any such merger or consolidation, (Bii) simultaneously no Default or Event of Default shall have occurred or be continuing, (iii) no Event of Default described in Section 8.1(l) would occur as a result thereof and (iv) in all cases in connection with any such merger, consolidation or mergerDisposition of assets, the continuing Collateral and Guaranty Requirements shall be satisfied within the applicable time periods thereafter as set forth in Sections 6.12 and 6.13; (c) any Restricted Subsidiary may merge or surviving Person shall become a Guarantor and the Loan Parties shall comply consolidate with Section 5.01(g) and Section 5.01(i) in connection therewith and any other Person, so long as (iiii) in the case of any merger or consolidation involving a Guarantor, the Guarantor is the surviving Person of any such merger or consolidation, (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (iii) the Collateral and Guaranty shall be satisfied within the applicable time periods thereafter as set forth in Sections 6.12 and 6.13; (d) Any Guarantor may merge or consolidate with any Credit Party, or Dispose of all or substantially all of their assets to any Credit Party, and be dissolved or liquidated into, any Credit Party, so long as (i) no Default or Event of Default shall have occurred or be continuing and (ii) in all cases in connection with any such merger, consolidation or merger involving Disposition of assets, the CompanyCollateral and Guaranty shall be satisfied within the applicable time periods thereafter as set forth in Sections 6.12 and 6.13; (e) any Restricted Subsidiary that is not a Credit Party may wind up, either liquidate or dissolve its affairs, so long as (Ai) the Company is the surviving entity or (B) if the Person surviving or resulting from determines that such consolidation or merger action is not the Company (such surviving corporation, the “Successor Company”), (1) the Successor Company shall be an entity organized or existing under the laws of the United States of America, any State thereof or the District of Columbia, (2) the Successor Company shall have assumed the obligations of the Company hereunder in an agreement or instrument reasonably satisfactory in form and substance materially adverse to the Administrative Agent and the Successor Company shall have delivered, for the benefit interests of the Lenders, (ii) no Event of Default shall have occurred and be continuing or would result therefrom and (iii) there is no material adverse impact on the Administrative Agent and value (when taken as a whole) of (x) the Collateral Agent, such other documents as may reasonably be requested, including, without limitation, information in respect of “know your customer” and similar requirements, an incumbency certificate and an opinion of nationally recognized independent counsel, subject to Liens securing the Secured Obligations or other independent counsel reasonably satisfactory to (y) the Majority Lenders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (3) each Guarantor, unless it is the Successor Company, shall have confirmed that its guarantee shall apply to the Successor Company’s obligations under the Loan Documents and (4) each Guarantor, unless it is the Successor Company, shall have, by a supplement to the Collateral Agreement and other applicable Collateral Documents, confirmed that its obligations thereunder shall apply to its guarantee Guaranties of the Successor Company’s obligations under the Loan DocumentsSecured Obligations; provided, further, that if the foregoing conditions are satisfied, the Successor Company will succeed to, and be substituted for, the Company under this Agreement and the other Loan Documents, and and (bf) Dispositions permitted by Section 5.02(f7.11 (including Dispositions that are excluded from the definition of “Asset Sale”) may shall be effected by mergers and consolidationspermitted.

Restrictions on Fundamental Changes. The Company will notNo Loan Party shall, and will not no Loan Party shall permit any of its Restricted Subsidiaries to, merge alter or consolidate with or intomodify their respective corporate names, principal places of business, structure, or conveyexistence, transferre-incorporate or re-organize, lease or wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, purchase or otherwise dispose of (acquire, whether in one transaction or in a series of related transactions) , all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole (whether now owned or hereafter acquired), to any Person (or any division thereof) (or agree to do any of the foregoing), or permit any of its Subsidiaries to do any of the foregoing, except that the Loan Parties (or their respective Subsidiaries) may (A) change their corporate name, address or organizational structure or legal form; or (B) a Loan Party may merge with and into any other Loan Party other than Parent, Cellu Tissue or a foreign subsidiary (with a Loan Party being the Company survivor of such merger); provided, however, that: (1) in any such instance under sub clauses (A) or any Restricted Subsidiary, so long (B) above the Loan Parties shall give the Agent thirty (30) days prior written notice thereof (or such lesser notice as (x) if required may be agreed to do so pursuant to Section 5.01(gby the Agent), such Restricted Subsidiary becomes a Guarantor pursuant to Section 5.01(g) simultaneously with such transaction, (y) such parties comply with Section 5.01(i) to ; the extent applicable and (z) with respect to any merger or consolidation that involves a surviving Loan Party, if any, is joined as a Loan Party hereunder and is the surviving entity), or enter into any partnership, joint venture, syndicate, pool or other combination, except that (a) a merger or consolidation shall be permitted party to the extent that Pledge and a Security Agreement and the other Loan Documents (i) no Potential Event of Default or Event of Default has occurred and is continuing or would result therefrom, (ii) in the case of any consolidation a change in organizational structure, the surviving Loan Party has assumed the obligations of the original Loan Party under the Financing Agreement, the Pledge and Security Agreement and each other Loan Document, by operation of law or merger involving a Guarantorby express agreement in form and substance satisfactory to the Agent); and the Stock of such Subsidiary or surviving Loan Party, either as the case may be, shall be pledged by the owner thereof pursuant to the Pledge and Security Agreement; and (2) in connection with sub clauses (A) such Guarantor (or another Guarantor) shall be the surviving entity or and (B) simultaneously with such consolidation or mergerabove, the continuing or surviving Person shall become a Guarantor and (x) the Loan Parties shall comply with the terms of Section 5.01(g7.17 hereof, as applicable; (y) the Loan Parties shall execute and Section 5.01(i) in connection therewith deliver, prior to or simultaneously with any such action, any and all documents and agreements requested by the Agent to confirm the continuation and preservation of all security interests and liens granted to the Agent hereunder; and (iiiz) in the case (I) no other provision of this Financing Agreement or any consolidation other Loan Document would be violated thereby, (II) no Default or merger involving the Company, Event of Default shall have occurred and be continuing either before or after giving effect to such transaction and (AIII) the Company is the surviving entity or (B) if the Person surviving or resulting from such consolidation or merger is not the Company (such surviving corporation, the “Successor Company”), (1) the Successor Company shall be an entity organized or existing under the laws of the United States of America, Lenders’ rights in any State thereof or the District of Columbia, (2) the Successor Company shall have assumed the obligations of the Company hereunder in an agreement or instrument reasonably satisfactory in form and substance to the Administrative Agent and the Successor Company shall have delivered, for the benefit of the Lenders, the Administrative Agent and the Collateral Agent, such other documents as may reasonably be requestedCollateral, including, without limitation, information in respect the existence, perfection and priority of “know your customer” and similar requirementsany lien thereon, an incumbency certificate and an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Majority Lenders, to the effect that all agreements or instruments effecting are not adversely affected by such assumption are enforceable in accordance with their terms and comply with the terms hereof, (3) each Guarantor, unless it is the Successor Company, shall have confirmed that its guarantee shall apply to the Successor Company’s obligations under the Loan Documents and (4) each Guarantor, unless it is the Successor Company, shall have, by a supplement to the Collateral Agreement and other applicable Collateral Documents, confirmed that its obligations thereunder shall apply to its guarantee of the Successor Company’s obligations under the Loan Documents; provided, further, that if the foregoing conditions are satisfied, the Successor Company will succeed to, and be substituted for, the Company under this Agreement and the other Loan Documents, and (b) Dispositions permitted by Section 5.02(f) may be effected by mergers and consolidationstransaction.

Restrictions on Fundamental Changes. The Except in connection with a Permitted Acquisition, Permitted Reorganization Transaction, Permitted Joint Venture or a Permitted Intercompany Merger, neither Holdings nor the Company will notshall, and will not or shall permit any of its Restricted their respective Subsidiaries to, (a) merge or amalgamate with any Person, (b) consolidate with any Person, (c) acquire all or intosubstantially all of the Stock or Stock Equivalents of any Person, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactionsd) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, or (e) create any Subsidiary unless, after giving effect thereto, such Subsidiary is a Wholly Owned Subsidiary, the Company is in compliance with Sections 7.11 and its Subsidiaries7.12 and the Investment in such Subsidiary is permitted under Section 8.3(e) (Investments); provided however that (i) in the case of clauses (a), taken (b), (c) and (d) above the Investment qualifies as a whole Permitted Intercompany Transaction (whether now owned with any merger, amalgamation or hereafter acquiredconsolidation treated as an acquisition by the surviving or successor (by amalgamation or otherwise) Diversey Entity for purposes of such qualification), to (ii) the Euro Term Borrower shall not be merged or consolidated into any Person (other than entity and no other Revolving Credit Borrower shall be merged or consolidated into the Company or any Restricted Subsidiary, so long as (x) if required to do so pursuant to Section 5.01(g), such Restricted Subsidiary becomes a Guarantor pursuant to Section 5.01(g) simultaneously with such transaction, (y) such parties comply with Section 5.01(i) to the extent applicable Euro Term Borrower and (ziii) Holdings may be merged or consolidated or amalgamated with respect to any merger or consolidation that involves into a Loan Party, a Loan Party is the surviving entity), or enter into any partnership, joint venture, syndicate, pool or other combination, except Holdings Permitted Subsidiary; provided that (a) a merger or consolidation shall be permitted to the extent that (i) no Potential Event of Default or Event of Default has occurred and is continuing or would result therefrom, (b) if Holdings is not the surviving entity, (i) such surviving entity undertakes all of the obligations of Holdings under the Loan Documents, in each case on terms and conditions satisfactory to the Administrative Agent, (ii) in the case of any consolidation or merger involving a Guarantor, either (A) such Guarantor (or another Guarantor) shall be the surviving entity or (B) simultaneously with becomes a Domestic Loan Party, enters into a Guaranty and pledges its assets and secures such consolidation or merger, Guaranty on the continuing or surviving Person shall become a Guarantor and the Loan Parties shall comply with Section 5.01(g) and Section 5.01(i) in connection therewith same basis as Holdings and (iii) in the case of any consolidation or merger involving the Company, either (A) the Company is the such surviving entity or (B) if the Person surviving or resulting from such consolidation or merger is not the Company (such surviving corporation, the “Successor Company”), (1) the Successor Company shall be an entity organized or existing under the laws of the United States of America, any State thereof or the District of Columbia, (2) the Successor Company shall have assumed the obligations of the Company hereunder in an agreement or instrument reasonably satisfactory in form delivers legal opinions and substance to the Administrative Agent and the Successor Company shall have delivered, for the benefit of the Lenders, the Administrative Agent and the Collateral Agent, such other documents as may reasonably be requested, including, without limitation, information in requested by the Administrative Agent with respect of “know your customer” and similar requirements, an incumbency certificate and an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Majority Lendersforegoing (and thereafter, such surviving entity shall be deemed to the effect that be Holdings for all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (3) each Guarantor, unless it is the Successor Company, shall have confirmed that its guarantee shall apply to the Successor Company’s obligations under the Loan Documents and (4) each Guarantor, unless it is the Successor Company, shall have, by a supplement to the Collateral Agreement and other applicable Collateral Documents, confirmed that its obligations thereunder shall apply to its guarantee purposes of the Successor Company’s obligations under the Loan Documents; provided, further, that if the foregoing conditions are satisfied, the Successor Company will succeed to, and be substituted for, the Company under this Agreement and the other Loan Documents, and (b) Dispositions permitted by Section 5.02(f) may be effected by mergers and consolidations).

Restrictions on Fundamental Changes. The Company will not(a) Merge, and will not permit any of its Restricted Subsidiaries todissolve, merge liquidate, consolidate or consolidate amalgamate with or intointo another Person, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the its assets of the Company and its Subsidiaries, taken as a whole (whether now owned or hereafter acquired)) to or in favor of any Person, except that, so long as on the date of any of the foregoing and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing: (i) (A) any Non-Loan Party may merge, consolidate, amalgamate or liquidate with or into another Non-Loan Party, whether to effect a corporation reorganization or otherwise and (B) any Person (other than the Company Non-Loan Party or any Restricted Loan Party may merge, consolidate, amalgamate or liquidate with or into another Loan Party, including any such merger, consolidation or amalgamation, the purpose of which is to effect a corporate reorganization or to change the jurisdiction of Parent or any Subsidiary, so long as (x) if required to do so pursuant to Section 5.01(g), such Restricted Subsidiary becomes a Guarantor pursuant to Section 5.01(g) simultaneously with such transaction, (y) such parties comply with Section 5.01(i) to the extent applicable and (z) with respect to any merger or consolidation that involves a Loan Party, a Loan Party is the surviving entity), or enter into any partnership, joint venture, syndicate, pool or other combination, except that (a) a merger or consolidation shall be permitted to the extent that (i) no Potential Event of Default or Event of Default has occurred and is continuing or would result therefrom, (ii1) in the case of any merger, consolidation or merger involving amalgamation of a GuarantorLoan Party with a Non-Loan Party, either the Loan Party is the surviving corporation and (2) in any merger, consolidation or amalgamation of a US Loan Party the survivor remains organized under the laws of a State within the United States and in the case of any Canadian Loan Party the survivor remains organized under the laws of a jurisdiction in Canada, and in any case the Loan Parties are in compliance with, and comply with, the Loan Documents, provided, that, any Accounts or Inventory acquired by a Borrower from a Guarantor shall not be Eligible Accounts or Eligible Inventory until such time as Agent shall have completed a field examination with respect thereto and such other due diligence reasonably requested by Agent, in a manner and with results reasonably satisfactory to Agent; (ii) any Loan Party may sell or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Parent or to another Loan Party; (iii) any Non-Loan Party may dispose of all or substantially all its assets (including any disposition that is in the nature of a liquidation) to (A) such Guarantor (or another Guarantor) shall be the surviving entity Non-Loan Party or (B) simultaneously to a Loan Party, provided, that, any Accounts or Inventory acquired by a Borrower pursuant to such disposition shall not be Eligible Accounts or Eligible Inventory until such time as Agent shall have completed a field examination with respect thereto and such consolidation or mergerother due diligence reasonably requested by Agent, in a manner and with results reasonably satisfactory to Agent; (iv) Parent and its Subsidiaries may consummate the continuing or surviving Person shall become a Guarantor and the Loan Parties shall comply with Section 5.01(g) and Section 5.01(iColorMatrix Acquisition; (v) in connection therewith with any Permitted Acquisition, any Subsidiary of Parent may merge into, or consolidate or amalgamate with, any other Person or permit any other Person to merge into, or consolidate or amalgamate with, it; provided that (A) the Person surviving such merger, consolidation or amalgamation shall be a Subsidiary of Parent and (iiiB) in the case of any such merger, consolidation or merger involving the Companyamalgamation to which any Loan Party (other than Parent) is a party, either (A) the Company such Loan Party is the surviving entity or Person; (Bvi) if the Person surviving or resulting from such consolidation or merger is not the Company (such surviving corporation, the “Successor Company”), (1) the Successor Company shall be an entity organized or existing under the laws of the United States of America, Parent and its Subsidiaries may consummate any State thereof or the District of Columbia, (2) the Successor Company shall have assumed the obligations of the Company hereunder in an agreement or instrument reasonably satisfactory in form and substance to the Administrative Agent and the Successor Company shall have delivered, for the benefit of the Lenders, the Administrative Agent and the Collateral Agent, such other documents as may reasonably be requested, including, without limitation, information in respect of “know your customer” and similar requirements, an incumbency certificate and an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Majority Lenders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (3) each Guarantor, unless it is the Successor Company, shall have confirmed that its guarantee shall apply to the Successor Company’s obligations under the Loan Documents and (4) each Guarantor, unless it is the Successor Company, shall have, by a supplement to the Collateral Agreement and other applicable Collateral Documents, confirmed that its obligations thereunder shall apply to its guarantee of the Successor Company’s obligations under the Loan Documents; provided, further, that if the foregoing conditions are satisfied, the Successor Company will succeed to, and be substituted for, the Company under this Agreement and the other Loan Documents, and Permitted Disposition. (b) Dispositions suspend or terminate all or a substantial portion of its or their business, except as permitted by pursuant to this Section 5.02(f) may be effected by mergers and consolidations6.3 or in connection with the transactions permitted pursuant to Section 6.4.

Restrictions on Fundamental Changes. The Company will not, and will not permit any of its Restricted Subsidiaries to, merge merge, amalgamate or consolidate with or intoany other Person, or conveycause or permit any dissolution of any Credit Party or liquidation or provisional liquidation of any Credit Party, transferor sell, lease transfer or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of [Senior Secured Revolving Credit Agreement] the assets of the Company and its Restricted Subsidiaries, taken as a whole (whether now owned or hereafter acquired)whole, to any Person other Person, except that: (other than a) any Restricted Subsidiary of the Company may merge, amalgamate or consolidate with and into or be dissolved or liquidated into, or transfer all or substantially all of its assets to, the Company, any Guarantor or any other Restricted Subsidiary, so long as (xi) if required to do so pursuant to Section 5.01(g)in the case of any such merger, such Restricted Subsidiary becomes a Guarantor pursuant to Section 5.01(g) simultaneously with such transactionamalgamation, (y) such parties comply with Section 5.01(i) to consolidation, dissolution or liquidation involving the extent applicable and (z) with respect to any merger or consolidation that involves a Loan PartyCompany, a Loan Party the Company is the surviving entity)Person of any such merger, amalgamation, consolidation, dissolution or enter into any partnership, joint venture, syndicate, pool or other combination, except that (a) a merger or consolidation shall be permitted to the extent that (i) no Potential Event of Default or Event of Default has occurred and is continuing or would result therefromliquidation, (ii) in the case of any consolidation such merger, amalgamation, consolidation, dissolution, liquidation or merger transfer of assets involving a Guarantor, either a Guarantor is the survivor of any such merger, amalgamation, consolidation, dissolution, liquidation or provisional liquidation, or the transferee of such assets or (Aiii) in all cases in connection with a merger, amalgamation, consolidation, dissolution, liquidation or provisional liquidation or transfer of such Guarantor (or another Guarantor) assets involving a Credit Party, the Collateral and Guaranty Requirements shall be satisfied within the applicable time periods thereafter as set forth in Sections 6.12 and 6.13; (b) the Company may merge, amalgamate or consolidate with, any other Person so long as (i) the Company is the surviving entity or (B) simultaneously with Person of any such consolidation or merger, the continuing amalgamation or surviving Person consolidation, (ii) no Default or Event of Default shall become have occurred or be continuing, (iii) no Event of Default described in Section 8.1(l) occurs as a Guarantor result thereof and the Loan Parties shall comply with Section 5.01(g) and Section 5.01(i(iv) in connection therewith with any such merger, amalgamation, consolidation, the Collateral and Guaranty Requirements shall be satisfied within the applicable time periods thereafter as set forth in Sections 6.12 and 6.13; (iiic) any Restricted Subsidiary may merge, amalgamate or consolidate with any other Person, so long as (i) in the case of any merger, amalgamation or consolidation involving a Guarantor, the Guarantor is the surviving Person of any such merger, amalgamation or merger involving consolidation, (ii) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (iii) the CompanyCollateral and Guaranty Requirements shall be satisfied within the applicable time periods thereafter as set forth in Sections 6.12 and 6.13; (d) any Restricted Subsidiary that is not a Credit Party may wind up, either liquidate or dissolve its affairs, or transfer all or substantially all of its assets to the Company or another Restricted Subsidiary, so long as (Ai) the Company is the surviving entity or (B) if the Person surviving or resulting from determines that such consolidation or merger action is not the Company (such surviving corporation, the “Successor Company”), (1) the Successor Company shall be an entity organized or existing under the laws of the United States of America, any State thereof or the District of Columbia, (2) the Successor Company shall have assumed the obligations of the Company hereunder in an agreement or instrument reasonably satisfactory in form and substance materially adverse to the Administrative Agent and the Successor Company shall have delivered, for the benefit interests of the Lenders, (ii) no Event of Default shall have occurred and be continuing or would result therefrom and (iii) there is no material adverse impact on the Administrative Agent and value (when taken as a whole) of (x) the Collateral Agent, such other documents as may reasonably be requested, including, without limitation, information in respect of “know your customer” and similar requirements, an incumbency certificate and an opinion of nationally recognized independent counsel, subject to Liens securing the Secured Obligations or other independent counsel reasonably satisfactory to (y) the Majority Lenders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (3) each Guarantor, unless it is the Successor Company, shall have confirmed that its guarantee shall apply to the Successor Company’s obligations under the Loan Documents and (4) each Guarantor, unless it is the Successor Company, shall have, by a supplement to the Collateral Agreement and other applicable Collateral Documents, confirmed that its obligations thereunder shall apply to its guarantee Guaranties of the Successor Company’s obligations under the Loan DocumentsSecured Obligations; provided, further, that if the foregoing conditions are satisfied, the Successor Company will succeed to, and be substituted for, the Company under this Agreement and the other Loan Documents, and and (be) Dispositions permitted by Section 5.02(f7.11 (including Dispositions that are excluded from the definition of “Asset Sale”) may shall be effected by mergers and consolidationspermitted.

Restrictions on Fundamental Changes. The Company will not, and will not permit Neither the Borrower nor any of its Restricted Subsidiaries toshall be a party to any merger into or consolidation with, merge or consolidate with or into, or convey, transfer, lease make an Acquisition or otherwise dispose of (whether in one transaction purchase or in a series of transactions) acquire all or substantially all of the assets or stock of, any other Person, or sell all or substantially all of its assets or stock, except: (a) the Borrower or any of its Subsidiaries may merge into or consolidate with, make an Acquisition or otherwise purchase or acquire all or substantially all of the Company and its Subsidiariesassets or stock of any other Person if upon the consummation of any such merger, taken as a whole consolidation, purchase or Acquisition, (whether now owned i) the Borrower or hereafter acquired), such Subsidiary is the surviving corporation to any such merger or consolidation (or the other Person will thereby become a Subsidiary); (other than ii) the Company or any Restricted Subsidiarynature of the business of such acquired Person is a Permitted Business; (iii) the Borrower shall have delivered to the Agent (which the Agent shall promptly provide to each Lender) within ten (10) Business Days prior to the consummation of an Acquisition a report signed by an executive officer of the Borrower which shall contain calculations demonstrating the Borrower's compliance with Sections 6.20, so long as 6.21, 6.22 and 6.23 (x) if required to do so pursuant to Section 5.01(gon a trailing four fiscal quarter pro forma basis, consistent with SEC regulations and practices), such Restricted Subsidiary becomes a Guarantor pursuant calculations to Section 5.01(guse historical financial results of the acquired business; (iv) simultaneously with such transaction, all Lenders shall consent; (y) such parties comply with Section 5.01(i) to the extent applicable and (z) with respect to any merger or consolidation that involves a Loan Party, a Loan Party is the surviving entity), or enter into any partnership, joint venture, syndicate, pool or other combination, except that (a) a merger or consolidation shall be permitted to the extent that (iv) no Potential Event of Default or Event of Default has shall have occurred and is be continuing or would otherwise be existing as a result therefromof such merger, consolidation, purchase or Acquisition; and (ii) in the case of any consolidation or merger involving a Guarantor, either (Avi) such Guarantor merger, consolidation, purchase or Acquisition is non-hostile in nature; and" (b) the Borrower may purchase or another Guarantor) otherwise acquire all or substantially all of the stock or assets of, or otherwise acquire by merger or consolidation, any of its Subsidiaries, and any such Subsidiary may merge into, or consolidate with, or purchase or otherwise acquire all or substantially all of the assets or stock of or sell all or substantially all of its assets or stock to, any other Subsidiary of the Borrower or the Borrower, in each case so long as the Borrower shall be the surviving entity to any such merger or (B) simultaneously consolidation if the transaction is with such consolidation or mergerthe Borrower. Except as otherwise permitted in this Section 6.11, the continuing Borrower shall not sell or surviving Person shall become a Guarantor and the Loan Parties shall comply with Section 5.01(g) and Section 5.01(i) in connection therewith and (iii) in the case dispose of any consolidation capital stock of or merger involving the Company, either (A) the Company is the surviving entity or (B) if the Person surviving or resulting from such consolidation or merger is not the Company (such surviving corporation, the “Successor Company”), (1) the Successor Company shall be an entity organized or existing under the laws its ownership interest in any of the United States of America, Guarantors or any State thereof or the District of Columbia, (2) the Successor Company shall have assumed the obligations of the Company hereunder in an agreement or instrument reasonably satisfactory in form and substance to the Administrative Agent and the Successor Company shall have delivered, for the benefit of the Lenders, the Administrative Agent and the Collateral Agent, such other documents as Subsidiaries which it may reasonably be requested, including, without limitation, information in respect of “know your customer” and similar requirements, an incumbency certificate and an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Majority Lenders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, (3) each Guarantor, unless it is the Successor Company, shall have confirmed that its guarantee shall apply to the Successor Company’s obligations under the Loan Documents and (4) each Guarantor, unless it is the Successor Company, shall have, by a supplement to the Collateral Agreement and other applicable Collateral Documents, confirmed that its obligations thereunder shall apply to its guarantee of the Successor Company’s obligations under the Loan Documents; provided, further, that if the foregoing conditions are satisfied, the Successor Company will succeed to, and be substituted for, the Company under this Agreement and the other Loan Documents, and (b) Dispositions permitted by Section 5.02(f) may be effected by mergers and consolidationsform.