. The Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom and the Borrower is in compliance, on a pro forma basis, with the provisions of [[Section 7.11(a) and (b)])]])]:

The Borrower shallwill not, nor shall itand will not permit any Subsidiaryof its Subsidiaries to, directlymerge into or indirectly, merge, dissolve, liquidate,consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or into another Person,sell, lease, transfer or Disposeotherwise dispose of (whether in one(in a single transaction or in a series of transactions and whether effected pursuant to a Division or otherwise)transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all ofor substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person, except that, so long asliquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default exists or would result therefromEvent of Default shall have occurred and the Borrower is in compliance, on a pro forma basis, with the provisions of [[Section 7.11(a) and (b)])]])]:be continuing:

. The BorrowerBorrowers shall not, nor shall itthe Company permit any Significant Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, agree to or effect any acquisition of at least a majority of the Capital Stock or all or substantially all of the assets of any Person or any division or line of business of any Person, or Dispose of (whether in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise)transactions) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether(whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom and the Borrower is in compliance, on a pro forma basis, with the provisions of [[Section 7.11(a) and (b)])]])]:that:

The Borrower shallwill not, nor shall itand will not permit any Subsidiaryof its Subsidiaries to, directlymerge into or indirectly, merge, dissolve, liquidate,consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or into another Person,sell, lease, transfer or Disposeotherwise dispose of (whether in one(in a single transaction or in a series of transactions and whether effected pursuant to a Division or otherwise)transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all ofor substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person, except that, so long asliquidate or dissolve; provided that if, at the time thereof and immediately after giving effect thereto, no Default exists or would result therefromEvent 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 isor 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 change its limited liability company form to a corporation in compliance, onanticipation of a pro forma basis, with the provisions of [[Section 7.11(a) and (b)])]])]:Qualified IPO.

Consolidations and Mergers None of the Borrowers shall, or permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person,into, or Disposeconvey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise)transactions) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether(whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom and the Borrower is in compliance, on a pro forma basis, with the provisions of [[Section 7.11(a) and (b)])]])]:except:

The Borrower shall not, nor shall itwill not merge into or consolidate with any other Person, or permit any Subsidiary to, directlyother Person to merge into or indirectly, merge, dissolve, liquidate, 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 another Person, or Dispose of (whether in one transaction orthe Borrower 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 of its Subsidiaries (in each case, whether now owned or hereafter acquired) to ortransaction in favor of any Person, except that, so long as no Default exists or would result therefrom andwhich the Borrower is in compliance, on a pro forma basis, with the provisions of [[Section 7.11(a) and (b)])]])]:surviving entity.

Merger. The Borrower shallwill not, nor shallwill it permit any Principal Subsidiary to, directlymerge or indirectly, merge, dissolve, liquidate, consolidate with or into anotherany other Person, or Dispose of (whether in one transactionpermit any other Person to merge into or in a series of transactions and whether effected pursuant toconsolidate with it, consummate a Division as the Dividing Person or otherwise)otherwise Dispose of all or substantially all of its assetsassets, or all ofor substantially all of the stock of any of its Subsidiaries (inin each case, whether now owned or hereafter acquired) toacquired, 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, in favoreach case, immediately before and after giving effect thereto, no Default or Unmatured Default shall have occurred and be continuing and # in the case of any Person, except that, so long as no Default existssuch merger or would result therefrom andconsolidation 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 compliance, onform 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 pro forma basis, withparty, a Principal Subsidiary shall be the provisions of [[Section 7.11(a) and (b)])]])]:surviving entity.

Except for Permitted Acquisitions, the Borrowers will not, nor shall itand will not permit any Subsidiaryof their respective Subsidiaries to, directlymerge into or indirectly, merge, dissolve, liquidate, consolidate with or into anotherany other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose of (whether in(in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise)transactions) all or substantially all of its assetsassets, or all ofor substantially all of the stock ofEquity Interests issued by any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to, or in favorliquidate or dissolve, or suffer any other type of any Person, exceptChange of Control, provided that, so long asif at the time thereof and immediately after giving effect thereto, no Default existsor Event of Default shall or would result therefromhave occurred and the Borrower is in compliance, on a pro forma basis, with the provisions of [[Section 7.11(a) and (b)])]])]:be continuing:

Neither the Borrower nor any of the Restricted Subsidiaries shall not, nor shall it# make any Disposition or # merge into or consolidate with any other Person, or permit any Subsidiary to, directlyother Person to merge into or indirectly, merge, dissolve, liquidate, consolidate with it, or into another Person,# purchase, lease or Dispose of (whether inotherwise acquire (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise)transactions) all or substantially all of itsthe assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of anyother Person, except that, so long as no Default exists or would result therefrom and the Borrower is in compliance, on a pro forma basis, with the provisions of [[Section 7.11(a) and (b)])]])]:except:

No Borrower shall not,will, nor shallwill it permit any Subsidiaryof its Material Subsidiaries to, directlyenter into any transaction of merger or indirectly, merge, dissolve,consolidation or liquidate, consolidate withwind 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 may merge into another Person, or Dispose of (whether in one transaction ora Borrower in a series of transactionstransaction in which such Borrower is the surviving Person; # any Person may merge into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary; and whether effected pursuant to a Division# any Material Subsidiary may sell, transfer, lease or otherwise) all or substantially allotherwise dispose of its assets to a Borrower or allto 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 substantially allDefault 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 stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired)Borrowers shall execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request; and # upon prior written notification to or in favor of any Person, except that, sothe Administrative Agent, as long as no Default exists or would result therefromEvent of Default exists, a Material Subsidiary of a Borrower that has no assets and the Borrower is in compliance, on a pro forma basis, with the provisions of [[Section 7.11(a) and (b)])]])]:no revenues may be dissolved or liquidated.