OR BANK GUARANTEES
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FOR THE BENEFIT OF), INSURANCE CARRIERS PROVIDING PROPERTY, CASUALTY OR
LIABILITY INSURANCE TO ANY LOAN PARTY;
(Y)
LIENS SECURING INDEBTEDNESS PERMITTED BY SECTION 9.3(S); PROVIDED
THAT SUCH LIEN SHALL NOT ENCUMBER PROPERTY OF ANY LOAN PARTY; AND
(Z)
LIENS PURSUANT TO THE PARTNERSHIP PARKS AGREEMENTS OR ON LIMITED
PARTNERSHIP UNITS OWNED BY ANY OF THE PARTNERSHIP PARKS ENTITIES.
9.5.
Prohibition of Fundamental Changes.
(A)
MERGERS.
MERGE, DISSOLVE, LIQUIDATE, CONSOLIDATE WITH OR INTO
ANOTHER PERSON, OR DISPOSE OF (WHETHER IN ONE TRANSACTION OR IN A SERIES OF
TRANSACTIONS) ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (WHETHER NOW OWNED OR
HEREAFTER ACQUIRED) TO OR IN FAVOR OF ANY PERSON, EXCEPT THAT:
(I)
HOLDINGS OR ANY SUBSIDIARY OF THE
BORROWER MAY MERGE WITH (A) THE BORROWER (INCLUDING A MERGER, THE PURPOSE OF
WHICH IS TO REORGANIZE THE BORROWER INTO A NEW JURISDICTION), PROVIDED THAT
(X) THE BORROWER SHALL BE THE CONTINUING OR SURVIVING PERSON AND (Y) SUCH MERGER
DOES NOT RESULT IN THE BORROWER CEASING TO BE INCORPORATED UNDER THE LAWS OF THE
UNITED STATES, ANY STATE THEREOF OR THE DISTRICT OF COLUMBIA OR (B) ANY ONE OR
MORE OTHER SUBSIDIARIES OF THE BORROWER, PROVIDED THAT WHEN ANY SUBSIDIARY THAT
IS A LOAN PARTY IS MERGING WITH ANOTHER SUBSIDIARY OF THE BORROWER, A LOAN PARTY
SHALL BE THE CONTINUING OR SURVIVING PERSON;
(II)
(A) ANY SUBSIDIARY OF PARENT THAT IS NOT A
LOAN PARTY MAY MERGE OR CONSOLIDATE WITH OR INTO ANY OTHER SUBSIDIARY OF PARENT;
PROVIDED THAT IF SUCH SUBSIDIARY IS A LOAN PARTY, THE LOAN PARTY SHALL BE THE
CONTINUING OR SURVIVING PERSON AND (B) ANY SUBSIDIARY OF PARENT MAY LIQUIDATE OR
DISSOLVE OR CHANGE ITS LEGAL FORM IF PARENT DETERMINES IN GOOD FAITH THAT SUCH
ACTION IS IN THE BEST INTERESTS OF PARENT AND ITS SUBSIDIARIES AND IS NOT
MATERIALLY DISADVANTAGEOUS TO THE LENDERS;
(III)
ANY SUBSIDIARY OF THE BORROWER MAY DISPOSE
OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (UPON VOLUNTARY LIQUIDATION OR
OTHERWISE) TO THE BORROWER OR ANOTHER SUBSIDIARY OF THE BORROWER; PROVIDED THAT
IF THE TRANSFEROR IN SUCH A TRANSACTION IS A LOAN PARTY, THEN (A) THE TRANSFEREE
MUST BE A LOAN PARTY OR (B) TO THE EXTENT CONSTITUTING AN INVESTMENT, SUCH
INVESTMENT MUST BE PERMITTED INDEBTEDNESS OR A PERMITTED INVESTMENT OF A
SUBSIDIARY WHICH IS NOT A LOAN PARTY IN ACCORDANCE WITH SECTIONS 9.3 AND 9.8,
RESPECTIVELY;
(IV)
SO LONG AS NO DEFAULT EXISTS OR WOULD RESULT
THEREFROM, ANY SUBSIDIARY OF PARENT MAY MERGE WITH ANY OTHER PERSON IN ORDER TO
EFFECT AN INVESTMENT PERMITTED PURSUANT TO SECTION 9.5(E) OR 9.8; AND
(V)
SO LONG AS NO DEFAULT EXISTS OR WOULD RESULT
THEREFROM, A MERGER, DISSOLUTION, LIQUIDATION, CONSOLIDATION OR DISPOSITION, THE
PURPOSE OF WHICH IS TO EFFECT A DISPOSITION PERMITTED PURSUANT TO
SECTION 9.5(C) SHALL BE PERMITTED.
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(B)
RESTRICTIONS ON ACQUISITIONS.
ACQUIRE ALL OR SUBSTANTIALLY ALL OF
THE BUSINESS OR PROPERTY FROM, OR ALL OR SUBSTANTIALLY ALL OF CAPITAL STOCK OF,
ANY PERSON EXCEPT FOR (I) PURCHASES OF INVENTORY