The Borrower will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving entity.

The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate withinto any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve, except that, ifdissolve; provided that if, at the time thereof and immediately after giving effect theretothereto, no Default or Event of Default shall have occurred and be continuing, any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving entity.continuing:

The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate withinto any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve, except that, ifdissolve; provided that if, at the time thereof and immediately after giving effect theretothereto, no Default or Event of Default shall have occurred and be continuing, # the Borrower or any other Loan Party may merge with a Loan Party if the Borrower (or such Loan Party if the Borrower is not a party to such merger) is the surviving Person, # any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to another Loan Party and the Borrower or such Subsidiary may sell, lease, transfer or otherwise dispose of all or substantially all of such Subsidiary’s stock to another Loan Party, and # the Borrower may merge into the Borrowerchange its limited liability company form to a corporation in anticipation of a transaction in which the Borrower is the surviving entity.Qualified IPO.

so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower will notand any of its Subsidiaries may merge into or consolidate with any other Person,Person or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof andit; provided, however, that in each case, immediately after giving effect thereto no Event# in the case of Default shall have occurred and be continuing, any Subsidiary ofsuch merger to which the Borrower may merge into the Borrower inis a transaction in whichparty, the Borrower is the surviving entity.Person and # in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person; and

Merger. The Borrower will notnot, nor will it permit any Principal Subsidiary to, merge into or consolidate with or into any other Person, or permit any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of its Subsidiaries in each case, whether now owned or hereafter acquired, or liquidate or dissolve, except that # a Subsidiary may merge into the Borrower or a Wholly-Owned Subsidiary and # the Borrower or any Principal Subsidiary may merge with or into or consolidate with any other Person; provided that, if at the time thereofin each case, immediately before and immediately after giving effect theretothereto, no Event ofDefault or Unmatured Default shall have occurred and be continuing,continuing and # in the case of any Subsidiary of the Borrower may merge into the Borrower in a transaction insuch merger or consolidation to which the Borrower is a party, either # the Borrower shall be the surviving entity or # the surviving entity shall be an Eligible Successor and shall have assumed all of the obligations of the Borrower under this Agreement pursuant to a written instrument in form and substance satisfactory to the Administrative Agent and the Administrative Agent shall have received an opinion of counsel in form and substance satisfactory to it as to the enforceability of such obligations assumed and # subject to [clause (A) above], in the case of any such merger or consolidation to which any Principal Subsidiary is a party, a Principal Subsidiary shall be the surviving entity.

No Borrower will, nor will not merge into or consolidate with any other Person, orit permit any otherof its Material Subsidiaries to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this [Section 8.4, (a)])])] (i) any Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, any Subsidiary of the Borrower may merge into thea Borrower in a transaction in which thesuch Borrower is the surviving entity.Person; # any Person may merge into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary; and # any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Borrower or to another Material Subsidiary; provided that in each case the Borrowers execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request and after giving effect thereto no Default or Event of Default exists; # upon prior written notification to the Administrative Agent, any Material Subsidiary of a Borrower may be dissolved or liquidated so long as # after giving effect thereto no Default or Event of Default exists, and # the Borrowers shall execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request; and # upon prior written notification to the Administrative Agent, as long as no Default or Event of Default exists, a Material Subsidiary of a Borrower that has no assets and no revenues may be dissolved or liquidated.

the Borrower will notor any Subsidiary may merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, ifso long as at the time thereof and immediately after giving effect theretothereto, no Event of Default shall have occurred andor be continuing,continuing; provided that # if any Subsidiary ofsuch transaction shall be between the Borrower may merge intoand another Person, the Borrower inshall be the continuing or surviving corporation, # if any such transaction shall be between a wholly-owned Subsidiary Guarantor and another Person (other than the Borrower), a wholly owned Subsidiary Guarantor shall be the continuing or surviving corporation and # if any such transaction in whichshall be between a Subsidiary Guarantor and another Person (other than the Borrower isor a wholly-owned Subsidiary Guarantor), a Subsidiary Guarantor shall be the continuing or surviving entity.corporation;

so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each of the Borrower will notand any of its Subsidiaries may merge into or consolidate with any other Person,Person or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof andit; provided that in each case, immediately after giving effect thereto no Event# in the case of Default shall have occurred and be continuing, any Subsidiary of the Borrower may merge into the Borrower in a transaction insuch merger to which the Borrower is a party, the surviving entity.Borrower is the survivor and # in the case of any such merger to which any Credit Party (other than the Borrower) is a party, such Credit Party is the survivor;

SECTION # Fundamental Changes. The Borrower will not, and will not permit any Significant Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, # any Subsidiary of the Borroweror other Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving entity.corporation, # any Subsidiary may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary, # any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to a Wholly Owned Subsidiary, # any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, # any Subsidiary may merge into or consolidate with any other Person if the surviving Person is or becomes by virtue of such transaction a Wholly Owned Subsidiary, and the Borrower determines in good faith that such merger or consolidation is in the best interests of the Borrower and would not materially adversely affect the Lenders, # the Borrower or any Subsidiary may merge into or consolidate with any other Person; provided that the Borrower or such Subsidiary is the surviving corporation and # any Subsidiary may merge with any other Person in a transaction in which the surviving entity is not a Subsidiary; provided that such transaction does not constitute the disposition of all or substantially all assets of the Borrower and its subsidiaries taken as a whole.

. The Borrower will not merge intoshall not, nor shall it permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with any otheror into another Person, or permitDispose of (whether in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets or all of substantially all of the stock of any other Personof its Subsidiaries (in each case, whether now owned or hereafter acquired) to merge into or consolidate with it, or liquidate or dissolve,in favor of any Person, except that, if at the time thereofso long as no Default exists or would result therefrom and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is in compliance, on a pro forma basis, with the surviving entity.provisions of [[Section 7.11(a) and (b)])]])]: