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 Parent or Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any 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 Parent that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) are subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of Parent 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 Parent or Borrower)Borrowers) or any of itsBorrowers’ wholly-owned Subsidiaries so long as all of the net assets (including any interest in any Equity Interests)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 ParentBorrowers that is not a Loan Party (other than any such Subsidiary the Equity InterestsStock of which (or any portion thereof) areis 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 ParentBorrowers 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 Parent orany Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any 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 Parentany 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 Equity Interests of which (or any portion thereof) are subject to a Lien in favor of Agent) so long as all of, the assets of such liquidating or dissolving Subsidiary 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 Parent 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 Parent or any Borrower) or any of its wholly-owned Restricted Subsidiaries so long as all of the assets (including any interest in any 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 Parentany Loan Party that is not a Loan Party (other than any such SubsidiaryRestricted Subsidiary, the Equity Interests of which (or any portion thereof) areis subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Restricted Subsidiary are transferred to a Restricted Subsidiary of Parenta 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,