Mergers and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate. In such case, except as may be otherwise provided in the relevant Award Certificate, all Options and Stock Appreciation Rights with time-based vesting conditions or restrictions that are not vested and/or exercisable immediately prior to the effective time of the Sale Event shall become fully vested and exercisable as of the effective time of the Sale Event, all other Awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective time of the Sale Event, and all Awards with conditions and restrictions relating to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale Event in the Administrator’s discretion or to the extent specified in the relevant Award Certificate. In the event of such termination, # the Company shall have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between # the Sale Price multiplied by the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then exercisable after taking into account any acceleration thereunder at prices not in excess of the Sale Price) and # the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights (provided that, in the case of an Option or Stock Appreciation Right with an exercise price equal to or less than the Sale Price, such Option or Stock Appreciation Right shall be cancelled for no consideration); or # each grantee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation Rights (to the extent then exercisable) held by such grantee. The Company shall also have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding other Awards in an amount equal to the Sale Price multiplied by the number of vested shares of Stock under such Awards.

If during the term of any Option, the Company shall be merged into or consolidated with or otherwise combined with another person or entity, or substantially all of the property or stock of the Company is acquired by another person or entity, or there is a divisive reorganization, spin-off or liquidation or partial liquidation of the Company ("Reorganization"), the Company may choose to take no action with regard to the Options outstanding or to take any of the following courses of action:

Mergers. Merge or consolidate with, or sell, assign, lease, or otherwise dispose of (whether in one transaction or a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired), except in connection with an Asset Exchange, to any Person, or permit any Principal Subsidiary to do so, except that # any Subsidiary may merge or consolidate with or, subject to Section 7.3, sell, assign, lease, or otherwise dispose of assets to the Borrower or any other Subsidiary, # any Subsidiary may merge or consolidate with any other Person so long as the surviving entity is or becomes a Subsidiary and # the Borrower may merge or consolidate with any other Person; provided that, # in the case of [clause (c) above], immediately after giving effect thereto, no Event of Default or a Default shall have occurred and be continuing and # in any such case of any such merger or consolidation to which the Borrower is a party, either the Borrower is the surviving entity or the surviving entity (if not the Borrower) has a consolidated net worth (as determined in accordance with GAAP) immediately subsequent to such merger or consolidation at least equal to the Consolidated Net Worth of the Borrower immediately prior to such merger or consolidation and expressly assumes the obligations of the Borrower hereunder; provided, further, that, notwithstanding the foregoing, the Borrower and any of the Principal Subsidiaries may sell, assign, lease, or otherwise dispose assets in the ordinary course of business and may sell, assign, lease, or otherwise dispose of worn out or obsolete equipment on a basis consistent with good business practices.

Other Transactions. ​ shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of ​ to perform its obligations under the Transaction Documents, including, without limitation, the obligation of ​ to deliver the Purchase Shares to ​ in accordance with the terms of the Transaction Documents.

Mergers, Etc. The [[Organization A:Organization]] will not 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 (whether now owned or hereafter acquired) of the [[Organization A:Organization]] and its Subsidiaries (taken as a whole) to any Person, except that the [[Organization A:Organization]] may merge or consolidate with or into any other Person so long as # immediately after giving effect to such transaction, no Default or Event of Default would exist and (ii)(x) the [[Organization A:Organization]] is the surviving corporation or # the surviving Person # is a corporation organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia, # has long-term senior unsecured, unguaranteed debt securities rated no lower than the lower of # Ba1 by Moody’s or BBB by Standard & Poor’s or # the rating assigned by Moody’s and Standard & Poor’s to the Rated Securities immediately prior to such transaction, # expressly assumes all of the [[Organization A:Organization]]’s obligations under this Agreement and # provides such information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, as is reasonably requested in writing by the Administrative Agent and such other approvals, opinions or documents consistent with the requirements in [Section 3.01] hereof as the Administrative Agent (in consultation with the Lenders) may reasonably request.

Mergers, Etc. Merge or consolidate with or into any Person, or permit any of its Material Subsidiaries to do so, except:

Dispositions related to mergers, consolidations and other transactions in compliance with ‎[Section 6.05];

non-cash Investments to the extent arising solely from mergers, consolidations and other transactions in compliance with ‎[Section 6.05];

Mergers, Acquisition, Sales, Etc. The initial Servicer shall not # consolidate with or merge into any other Person or # convey or transfer all or substantially all of its assets to any other Person; provided, that the Servicer may # merge with another Person if (1)(x) the initial Servicer is the entity surviving such merger or # the Person with whom the Servicer is merged into or consolidated assumes in writing all duties and liabilities of the initial Servicer hereunder, # the initial Servicer shall have delivered prior written notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender and # immediately after giving effect to such merger, no Event of Default, Unmatured Event of Default or Facility Amortization Event shall have occurred and be continuing and # convey or transfer all or substantially all of its assets to a Person if # such Person assumes in writing all duties and liabilities of the Servicer hereunder, # the initial Servicer shall have delivered prior written notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender and # immediately after giving effect to such transfer, no Event of Default, Unmatured Event of Default or Facility Amortization Event shall have occurred and be continuing.

No Subsidiaries, Mergers, Etc. Neither the SPV nor the Master Servicer shall consolidate, amalgamate or merge with or into, or sell, lease or transfer all or substantially all of its assets to, any other Person, provided, however, the Master Servicer may merge with another Person if # the Master Servicer is the corporation surviving such merger and # immediately after giving effect to such merger, no Termination Event or Potential Termination shall have occurred and be continuing. The SPV shall not form or create any Subsidiary.