Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for # the liquidation or dissolution of non-operating Subsidiaries of Parent with nominal assets and nominal liabilities, # the liquidation or dissolution of a Loan Party (other than Borrowers) or any of Borrowers’ wholly-owned Subsidiaries so long as all of the net assets (including any interest in any Stock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or # the liquidation or dissolution of a Subsidiary of Borrowers that is not a Loan Party (other than any such Subsidiary the Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the net assets of such liquidating or dissolving Subsidiary (to the extent of Parent’s or any Borrower’s (as applicable) allocable percentage/portion of the same) are transferred to a Subsidiary of Borrowers that is not liquidating or dissolving, or

liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for # the liquidation or dissolution of non-operating Subsidiaries of Parent with nominal assets and nominal liabilities, # the liquidation or dissolution of a Loan Party (other than Borrowers)Parent or Borrower) or any of Borrowers’its wholly-owned Subsidiaries so long as all of the net assets (including any interest in any Stock)Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or # the liquidation or dissolution of a Subsidiary of BorrowersParent that is not a Loan Party (other than any such Subsidiary the StockEquity Interests of which (or any portion thereof) isare subject to a Lien in favor of Agent) so long as all of the net assets of such liquidating or dissolving Subsidiary (to the extent of Parent’s or any Borrower’s (as applicable) allocable percentage/portion of the same) are transferred to a Subsidiary of BorrowersParent that is not liquidating or dissolving, or

liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for # the liquidation or dissolution of non-operating Subsidiaries of Parentany Borrower with nominal assets and nominal liabilities, # the liquidation or dissolution of a Loan Party (other than Borrowers)any Borrower) or any of Borrowers’its wholly-owned Subsidiaries so long as all of the net assets (including any interest in any Stock)Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or # the liquidation or dissolution of a Subsidiary of Borrowersany Borrower that is not a Loan Party (other thanso long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving; provided that with respect to any such Subsidiary the StockEquity Interests of which (or any portion thereof) isare subject to a Lien in favor of Agent) so long as all of, the net assets of such liquidating or dissolving Subsidiary (to the extent of Parent’s or any Borrower’s (as applicable) allocable percentage/portion of the same) are transferred to another Subsidiary the Equity Interests of which (or not less than a Subsidiarycorresponding portion thereof) are subject to a Lien in favor of Borrowers that is not liquidatingAgent, or dissolving, or

liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for # the liquidation or dissolution of non-operating Restricted Subsidiaries of Parentany Loan Party with nominal assets and nominal liabilities,liabilities and Immaterial Subsidiaries, # the liquidation or dissolution of a Loan Party (other than Borrowers)Parent or any Borrower) or any of Borrowers’its wholly-owned Restricted Subsidiaries so long as all of the net assets (including any interest in any Stock)Equity Interests) of such liquidating or dissolving Loan Party or Restricted Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or # the liquidation or dissolution of a Restricted Subsidiary of Borrowersany Loan Party that is not a Loan Party (other than any such SubsidiaryRestricted Subsidiary, the StockEquity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the net assets of such liquidating or dissolving Restricted Subsidiary (to the extent of Parent’s or any Borrower’s (as applicable) allocable percentage/portion of the same) are transferred to a Restricted Subsidiary of Borrowersa Loan Party that is not liquidating or dissolving, or # the liquidation or dissolution of any Restricted Subsidiary (other than a Loan Party) to effect a Permitted Disposition,