Common use of Consolidation, Merger, Dissolution, etc Clause in Contracts

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.5, none of the Credit Parties will enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, that, notwithstanding the foregoing provisions of this Section 7.4: (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, that (i) the Borrower shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; (b) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of the Borrower; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; (c) any Subsidiary of the Borrower may merge with any Person other than a Credit Party in connection with a Permitted Acquisition if (i) such Subsidiary shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and (d) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transaction.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.5, none of the The Credit Parties will not permit any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, provided that, notwithstanding the foregoing provisions of this Section 7.4: 8.4, (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries provided that (i) either (A) the Borrower shall be is the continuing or surviving corporation in or (B) the Person formed by or surviving any such merger or consolidationconsolidation (1) is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia and (2) expressly assumes all the obligations of the Borrower under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as in order to cause maintain the perfection and priority of the Liens on the assets of the Credit Parties to be in compliance with the terms of Section 6.11 and (iii) after giving effect to such transaction and (iii) transaction, no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; exists, (b) any Wholly Owned Subsidiary of Credit Party other than the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of Credit Party other than the Borrower; provided, Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as in order to cause maintain the perfection and priority of the Liens on the assets of the Credit Parties to be in compliance with the terms of Section 6.11 and (ii) after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; exists, (c) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Credit Consolidated Party in connection with a Permitted Acquisition if provided that (i) such Subsidiary shall be either (A) the Borrower is the continuing or surviving corporation in or (B) (1) unless such Subsidiary is a Foreign Subsidiary, the Person formed by or surviving any such merger or consolidationconsolidation is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia and (2) the Person formed by or surviving any such merger or consolidation expressly assumes all the obligations of the Borrower or such Subsidiary, if any, as the case may be, under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as in order to cause maintain the perfection and priority of the Liens on the assets of the Credit Parties to be in compliance with the terms of Section 6.11 and (iii) after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred exists and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and (d) any Wholly Owned Foreign Subsidiary of the Borrower may dissolve, liquidate merge or wind up its affairs at consolidate with any time; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transactionother Foreign Subsidiary.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.5, none of the Credit Parties will enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); providedPROVIDED, thatTHAT, notwithstanding the foregoing provisions of this Section 7.4: (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; providedPROVIDED, that THAT (i) the Borrower shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; (b) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of the Borrower; providedPROVIDED, that THAT (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; (c) any Subsidiary of the Borrower may merge with any Person other than a Credit Party in connection with a Permitted Acquisition if (i) such Subsidiary shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and (d) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; providedPROVIDED, that THAT (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transaction.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.5, none of the The Credit Parties will not permit any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, provided that, notwithstanding the foregoing provisions of this Section 7.4: 8.4, (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Restricted Subsidiaries provided that (i) the Borrower shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request so as in order to cause maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties to be in compliance with the terms of as required by Section 6.11 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default shall have occurred exists (other than with respect to the MDP Defaults and be continuing immediately before or immediately after giving effect to such transaction; the PMI Defaults), (b) any Wholly Owned Subsidiary of Credit Party other than the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of Credit Party other than the Borrower; provided, Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request so as in order to cause maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties to be in compliance with the terms of as required by Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.14 after giving effect to such transaction and (iiiii) after giving effect to such transaction, no merger Default or consolidation shall be permitted by this clause Event of Default exists (b) if a Foreign Subsidiary is other than with respect to the survivor of a merger or consolidation between a Domestic Subsidiary MDP Defaults and a Foreign Subsidiary; the PMI Defaults), (c) any Subsidiary of the Borrower may merge with any Person other than Consolidated Party which is not a Credit Party in connection may be merged or consolidated with a Permitted Acquisition if or into any Credit Party provided that (i) such Subsidiary Credit Party shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request so as in order to cause maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties to be in compliance with the terms of as required by Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.14 after giving effect to such transaction and (iviii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon after giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all no Default or Event of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and Default exists (other than with respect to which the Agent has received MDP Defaults and the Required Financial Information; and PMI Defaults), (d) any Wholly Owned Subsidiary Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party provided that, after giving effect to such transaction, no Default or Event of the Borrower Default exists, (e) Management Opco may dissolve, liquidate be merged or wind up its affairs at any time; provided, consolidated with and into Management Sub provided that (i) Management Sub shall be the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to cause perfect or maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties to be in compliance with the terms of as required by Section 6.11 7.14 after giving effect to such transaction transaction, (iii) both before and (ii) after giving effect to such transaction, no Default or Event of Default (other than with respect to the MDP Defaults and the PMI Defaults) exists, (iv) such transaction shall have occurred be conducted in accordance with the terms and conditions of the Proxy, and (v) the consideration paid in connection with such merger shall consist solely of the Borrower's common or preferred stock (other than Disqualified Stock), and (f) Service Company A and Service Company B may be merged or consolidated with or into the Service Company Subs provided that (i) the Service Company Subs each shall be the continuing immediately before or surviving entity, as applicable, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order to perfect or maintain the perfection and priority of the Administrative Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction, (iii) both before and after giving effect to such transaction, no Default or Event of Default (other than with respect to the MDP Defaults and the PMI Defaults) exists, and (v) the consideration paid in connection with such merger shall consist solely of the Borrower's common or preferred stock (other than Disqualified Stock)." uu. Section 8.5 of the Credit Agreement is hereby deleted in its entirety and replaced with the following new Section 8.5:

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.58.5, none of the Credit Parties will not permit any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, PROVIDED that, notwithstanding the foregoing provisions of this Section 7.4: 8.4, (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries provided that (i) the Borrower shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 7.13 after giving effect to such transaction and (iii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; would exist, (b) any Wholly Owned Subsidiary of Credit Party other than the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of Credit Party other than the Borrower; provided, Borrower PROVIDED that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.13 after giving effect to such transaction and (iiiii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no merger Default or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor Event of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; Default would exist, (c) any Subsidiary of the Borrower may merge with any Person other than Consolidated Party which is not a Credit Party in connection may be merged or consolidated with a Permitted Acquisition if or into any Credit Party other than the Borrower PROVIDED that (i) such Subsidiary Credit Party shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.13 after giving effect to such transaction and (iviii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and (d) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default would exist, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party PROVIDED the Borrower shall have occurred and be continuing immediately before or after delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist and (e) the Borrower may engage in Permitted Acquisitions.

Consolidation, Merger, Dissolution, etc. Except in connection with an --------------------------------------- Asset Disposition permitted by the terms of Section 7.5, none of the Credit Consolidated Parties will enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, provided that, notwithstanding the foregoing provisions of this Section 7.4:-------- (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, provided that (i) the Borrower shall be the continuing or -------- surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 6.12 after giving effect to such transaction and (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; (b) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of the Borrower; provided, provided that (i) the Credit Parties shall cause to be executed and -------- delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 6.12 after giving effect to such transaction, transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiarytransaction; (c) any Subsidiary of the Borrower may merge with any Person other than Consolidated Party which is not a Credit Party in connection may be merged or consolidated with a Permitted Acquisition if or into any Credit Party; provided that (i) such Subsidiary -------- Credit Party shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 6.12 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all of the financial covenants set forth in Section 7.18 7.20 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition transaction and with respect to which the Agent has received the Required Financial Information; (d) the Borrower or any Subsidiary of the Borrower may merge with any Person (other than a Consolidated Party) in connection with a Permitted Acquisition if (i) the Borrower or such Subsidiary shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.12 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all of the financial covenants set forth in Section 7.19 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such transaction and with respect to which the Agent has received the Required Financial Information; and (de) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided, provided that (i) the Credit -------- Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 6.12 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transaction.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.58.5, none of the Credit Parties will not permit the Parent or any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, provided that, notwithstanding the foregoing provisions of this Section 7.4: 8.4, (a) the Parent may merge or consolidate with Interco provided that the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 7.13 after giving effect to such transaction, (b) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries provided that (i) the Borrower shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 7.13 after giving effect to such transaction and (iii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default shall have occurred would exist and be continuing immediately before or immediately after giving effect to such transaction; continuing, (bc) any Wholly Owned Subsidiary of Credit Party other than the Parent, Interco or the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of Credit Party other than the Borrower; providedParent, Interco or the Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.13 after giving effect to such transaction and (iiiii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no merger Default or consolidation shall Event of Default would exist and be permitted by this clause continuing, (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; (cd) any Subsidiary of the Borrower may merge with any Person other than Consolidated Party which is not a Credit Party in connection may be merged or consolidated with a Permitted Acquisition if or into any Credit Party other than the Parent or Interco provided that (i) such Subsidiary Credit Party shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.13 after giving effect to such transaction and (iviii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the no Default or Event of Default would exist and be continuing, (e) any Consolidated Party which is not a Credit Parties shall Party may be in compliance merged or consolidated with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of or into any other Consolidated Party which is not a Credit Party provided the Borrower which precedes or ends on the date of such acquisition and with respect shall have delivered to which the Agent has received a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist and be continuing, (f) the Required Financial Information; and (d) Borrower or any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate merge with any Person other than the Parent or wind up its affairs at any time; provided, that a Consolidated Party in connection with a Permitted Acquisition if (i) if such merger involves the Borrower, the Borrower shall be the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 7.13 after giving effect to such transaction and (iiiii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default shall have occurred would exist and be continuing immediately before and (g) any Subsidiary of the Borrower may dissolve, liquidate or after giving effect to such transactionwind up its affairs at any time.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.58.5, none of the Credit Parties will not permit any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, provided that, notwithstanding the foregoing provisions of this Section 7.4: 8.4, (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries provided that (i) the Borrower shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 7.13 after giving effect to such transaction and (iii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; would exist, (b) any Wholly Owned Subsidiary of Credit Party other than the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of Credit Party other than the Borrower; provided, Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.13 after giving effect to such transaction and (iiiii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such transaction no merger Default or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor Event of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; Default would exist, (c) any Subsidiary of the Borrower may merge with any Person other than Consolidated Party which is not a Credit Party in connection may be merged or consolidated with a Permitted Acquisition if or into any Credit Party provided that (i) such Subsidiary Credit Party shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.13 after giving effect to such transaction and (iviii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate certificate demonstrating that, upon that after giving effect on a Pro Forma Basis to such transactiontransaction no Default or Event of Default would exist, the Credit Parties shall be in compliance with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and (d) any Wholly Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party provided the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such transaction no Default or Event of Default would exist, and (e) any Wholly-Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transaction.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.58.5, none of the Credit Parties will not permit any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, PROVIDED that, notwithstanding the foregoing provisions of this Section 7.4: 8.4, (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries PROVIDED that (i) the Borrower shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 7.13 after giving effect to such transaction and (iii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; would exist, (b) any Wholly Owned Subsidiary of Credit Party other than the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of Credit Party other than the Borrower; provided, Borrower PROVIDED that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.13 after giving effect to such transaction and (iiiii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no merger Default or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor Event of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; Default would exist, (c) any Subsidiary of the Borrower may merge with any Person other than Consolidated Party which is not a Credit Party in connection may be merged or consolidated with a Permitted Acquisition if or into any Credit Party PROVIDED that (i) such Subsidiary Credit Party shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.13 after giving effect to such transaction and (iviii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all no Default or Event of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and Default would exist, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party PROVIDED the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist, (e) the Borrower or any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at merge with any time; provided, that Person other than a Consolidated Party in connection with a Permitted Acquisition if (i) the Borrower or such Wholly Owned Subsidiary shall be the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 7.13 after giving effect to such transaction and (iiiii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default shall have occurred would exist and be continuing immediately before (f) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or after giving effect to such transactionwind up its affairs at any time.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.5The Borrower will not, none of the Credit Parties and will not permit any Consolidated Party to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, provided that, notwithstanding the foregoing provisions of this Section 7.48.4: (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries provided that (i) the Borrower shall be the continuing or surviving corporation, and (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Trustee may request so as to cause the Credit Parties to be in compliance 81 87 with the terms of Sections 2.2 and 2.3 of the Collateral Trust Agreement after giving effect to such transaction; (b) any Credit Party other than the Borrower may merge or consolidate with any other Credit Party other than the Borrower provided that the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Trustee may request so as to cause the Credit Parties to be in compliance with the terms of Sections 2.2 and 2.3 of the Collateral Trust Agreement after giving effect to such transaction; (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party provided that (i) such Credit Party shall be the continuing or surviving corporation in such merger or consolidation, and (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction Sections 2.2 and (iii) no Default or Event 2.3 of Default shall have occurred and be continuing immediately before or immediately the Collateral Trust Agreement after giving effect to such transaction; (bd) any Wholly Owned Subsidiary of the Borrower Consolidated Party which is not a Credit Party may merge be merged or consolidate consolidated with or into any other Wholly Owned Subsidiary of the Borrower; provided, that (i) the Consolidated Party which is not a Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign SubsidiaryParty; (ce) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Credit Consolidated Party in connection with a Permitted an Acquisition permitted by Section 8.6(b) if (i) the Borrower or such Subsidiary shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent Trustee may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event Sections 2.2 and 2.3 of Default shall have occurred and be continuing immediately before or immediately the Collateral Trust Agreement after giving effect to such transaction and (iviii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis pro forma basis to such transaction, the Credit Parties shall be in compliance with all no Default or Event of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial InformationDefault would exist; and (df) any Wholly Wholly-Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transaction.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.58.5, none of the Credit Parties will not permit any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)) without obtaining the prior written consent of the Required Lenders; provided, provided that, notwithstanding the foregoing provisions of this Section 7.4: 8.4, (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries provided that (i) the Borrower shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; (b) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of the Borrower; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; (c) any Subsidiary of the Borrower may merge with any Person other than a Credit Party in connection with a Permitted Acquisition if (i) such Subsidiary shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist, (iii) the representations and warranties contained in Section 6 are true immediately prior to and after giving effect to such transaction and (iv) no Default or Event of Default exists or will exist after giving effect to such transaction, (b) any Credit Parties Party may merge or consolidate with any other Credit Party provided that (i) neither the Parent nor the Borrower may merge or consolidate with one another, (ii) in the case of a merger or consolidation involving the Parent or the Borrower, the Parent or the Borrower, as the case may be, shall be in compliance with all the continuing or surviving corporation, (iii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist, (iv) the financial covenants set forth representations and warranties contained in Section 7.18 as 6 are true immediately prior to and after giving effect to such transaction and (v) no Default or Event of Default exists or will exist after giving effect to such transaction, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party provided that (i) such Credit Party shall be the last day of the most recent period of four consecutive fiscal quarters of continuing or surviving corporation and (ii) the Borrower which precedes or ends on the date of such acquisition and with respect shall have delivered to which the Agent has received a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist, (iii) the Required Financial Information; and representations and warranties contained in Section 6 are true immediately prior to and after giving effect to such transaction and (iv) no Default or Event of Default exists or will exist after giving effect to such transaction, (d) any Wholly Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party provided (i) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist, (ii) the representations and warranties contained in Section 6 are true immediately prior to and after giving effect to such transaction and (iii) no Default or Event of Default exists or will exist after giving effect to such transaction, (e) a Consolidated Party (other than the Parent) may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition if (i) such Consolidated Party shall be the continuing or surviving corporation and (ii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist, (iii) the representations and warranties contained in Section 6 are true immediately prior to and after giving effect to such transaction and (iv) no Default or Event of Default exists or will exist after giving effect to such transaction, and (f) any Wholly-Owned Subsidiary (including Inactive Subsidiaries) of the Borrower or the Parent (excluding the Borrower) may dissolve, liquidate or wind up its affairs at any time; provided. The consideration for any transaction permitted by this Section 8.4 shall not exceed $50,000,000, that (i) and the aggregate consideration for all transactions permitted hereby shall not exceed $100,000,000 during the term of this Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transactionAgreement.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.5, none of the The Credit Parties will not permit any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, provided that, notwithstanding the foregoing provisions of this Section 7.4: 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving corporation corporation, (ii) the Parent shall not merge or consolidate with the Borrower, (iii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Required Lenders or the Collateral Agent may reasonably request in order to maintain the perfection and priority of the Collateral Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such merger transaction and (iv) after giving effect to such transaction, no Default or consolidationEvent of Default exists, (b) any Credit Party other than the Borrower and the Parent may merge or consolidate with any other Credit Party other than the Borrower or the Parent; provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Required Lenders or the Collateral Agent may reasonably request in order to maintain the perfection and priority of the Collateral Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (ii) after giving effect to such transaction, no Default or Event of Default exists, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party; provided that (i) such Credit Party shall be the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Required Lenders or the Collateral Agent may reasonably request so as in order to cause maintain the perfection and priority of the Collateral Agent's liens on the assets of the Credit Parties to be in compliance with the terms of as required by Section 6.11 7.14 after giving effect to such transaction and (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; (b) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of the Borrower; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction exists, and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; (cd) any Subsidiary of the Borrower may merge with any Person other than Consolidated Party which is not a Credit Party in connection may be merged or consolidated with or into any other Consolidated Party which is not a Permitted Acquisition if (i) such Subsidiary shall be the continuing or surviving corporation in such merger or consolidationCredit Party; provided that, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and (d) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transactionexists.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.58.5, none of the Credit Parties will not permit the Parent or any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, provided that, notwithstanding the foregoing provisions of this Section 7.4: 8.4, (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries provided that (i) the Borrower shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 7.13 after giving effect to such transaction and (iii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; would exist, (b) any Wholly Owned Subsidiary of Credit Party other than the Parent or the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of Credit Party other than the Borrower; provided, Parent or the Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.13 after giving effect to such transaction and (iiiii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no merger Default or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor Event of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; Default would exist, (c) any Subsidiary of the Borrower may merge with any Person other than Consolidated Party which is not a Credit Party in connection may be merged or consolidated with a Permitted Acquisition if or into any Credit Party other than the Parent provided that (i) such Subsidiary Credit Party shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.13 after giving effect to such transaction and (iviii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all no Default or Event of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and Default would exist, (d) any Wholly Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party provided the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist and (e) any Wholly-Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transaction.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.58.5, none of the Credit Parties will not permit any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, provided that, notwithstanding the foregoing provisions of this Section 7.4: 8.4, (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries provided that (i) the Borrower shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 7.13 after giving effect to such transaction and (iii) the Borrower shall have delivered to the Agent a certificate demonstrating that after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; would exist, (b) any Wholly Owned Subsidiary of Credit Party other than the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of Credit Party other than the Borrower; provided, Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.13 after giving effect to such transaction and (iiiii) the Borrower shall have delivered to the Agent a certificate demonstrating that after giving effect to such transaction no merger Default or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor Event of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; Default would exist, (c) any Subsidiary of the Borrower may merge with any Person other than Consolidated Party which is not a Credit Party in connection may be merged or consolidated with a Permitted Acquisition if or into any Credit Party provided that (i) such Subsidiary Credit Party shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.13 after giving effect to such transaction and (iviii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate certificate demonstrating that, upon that after giving effect on to such transaction no Default or Event of Default would exist, (d) any Consolidated Party which is not a Pro Forma Basis Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party provided the Borrower shall have delivered to the Agent a certificate demonstrating that after giving effect to such transaction, the Credit Parties shall be in compliance with all no Default or Event of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition Default would exist, and with respect to which the Agent has received the Required Financial Information; and (de) any Wholly Wholly-Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transaction.

Consolidation, Merger, Dissolution, etc. Except in connection (a) The Borrower will not, directly or indirectly: (1) consolidate or merge with an Asset Disposition permitted by or into another Person (whether or not the terms Borrower is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of Section 7.5, none all or substantially all of the Credit properties or assets of the Consolidated Parties will enter into any transaction of merger taken as a whole, in one or consolidation or liquidatemore related transactions, wind up or dissolve itself (or suffer any liquidation or dissolution); providedto another Person, that, notwithstanding the foregoing provisions of this Section 7.4unless: (ai) either (A) the Borrower may merge is the surviving corporation or consolidate with any of its Wholly Owned Subsidiaries; provided, that (iB) the Borrower shall be the continuing Person formed by or surviving corporation in any such consolidation or merger (if other than the Borrower) or consolidationto which such sale, assignment, transfer, conveyance or other disposition has been made is organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and (ii) the Credit Parties shall cause Person formed by or surviving any such consolidation or merger (if other than the Borrower) or the Person to be executed and delivered which such documentssale, instruments and certificates as assignment, transfer, conveyance or other disposition has been made assumes all of the Agent may request so as Borrower Obligations pursuant to cause agreements reasonably satisfactory to the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and Administrative Agent; (iii) immediately after such transaction, no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction;exists; and (b) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of the Borrower; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; (c) any Subsidiary of the Borrower may merge with any Person other than a Credit Party in connection with a Permitted Acquisition if (i) such Subsidiary shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered or the Person formed by or surviving any such consolidation or merger (if other than the Borrower), or to the Agent a Pro Forma Compliance Certificate demonstrating thatwhich such sale, upon giving effect on a Pro Forma Basis to such transactionassignment, the Credit Parties shall be in compliance with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes transfer, conveyance or ends other disposition has been made would, on the date of such acquisition transaction after giving pro forma effect thereto and with respect any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, would have either (A) a Consolidated Net Leverage Ratio of less than or equal to which 5.00 to 1.00 or (B) a lower Consolidated Net Leverage Ratio than the Agent has received the Required Financial Information; and (d) any Wholly Owned Subsidiary Consolidated Net Leverage Ratio of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect prior to such transaction. (b) Section 7.4(a) will not apply to: (i) a merger of the Borrower with an Affiliate solely for the purpose of reincorporating the Borrower in another jurisdiction; or (ii) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Consolidated Parties.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.5, none of the The Credit Parties will not permit any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, provided that, -------- notwithstanding the foregoing provisions of this Section 7.4: 8.4, (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries provided that (i) either -------- (A) the Borrower shall be is the continuing or surviving corporation in or (B) the Person formed by or surviving any such merger or consolidationconsolidation (1) is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia and (2) expressly assumes all the obligations of the Borrower under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent, (ii) immediately after the transaction, on a Pro Forma Basis, the Credit Parties will be in compliance with the financial covenant set forth in Section 7.11(c), (iii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as in order to cause maintain the perfection and priority of the Liens on the assets of the Credit Parties to be in compliance with the terms of Section 6.11 and (iv) after giving effect to such transaction and (iii) transaction, no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; exists, (b) any Wholly Owned Subsidiary of Credit Party other than the Borrower may merge or consolidate with any other Wholly Owned Credit Party other than the Borrower provided that (i) the Credit Parties shall cause to be -------- executed and delivered such documents, instruments and certificates as the Agent may request in order to maintain the perfection and priority of the Liens on the assets of the Credit Parties and (ii) after giving effect to such transaction, no Default or Event of Default exists and (c) the Borrower or any Subsidiary of the Borrower; provided, Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that (i) either (A) the Borrower is the continuing or surviving corporation or (B) the Person formed by or surviving any such merger or consolidation (1) is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia and (2) expressly assumes all the obligations of the Borrower or such Subsidiary, as the case may be, under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent, (ii) immediately after the transaction, on a Pro Forma Basis, the Credit Parties will be in compliance with the financial covenant set forth in Section 7.11(c), (iii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as in order to cause maintain the perfection and priority of the Liens on the assets of the Credit Parties to be in compliance with the terms of Section 6.11 and (iv) after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; (c) any Subsidiary of the Borrower may merge with any Person other than a Credit Party in connection with a Permitted Acquisition if (i) such Subsidiary shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and (d) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transactionexists.

Consolidation, Merger, Dissolution, etc. Except in connection The Borrower will not consolidate with an Asset Disposition permitted by the terms of Section 7.5or merge with or into another Person or, none directly or indirectly, sell, lease, convey or transfer all or substantially all of the Credit Parties will enter into any Borrower’s assets (computed on a consolidated basis), whether in a single transaction or a series of merger related transactions, to another Person or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, that, notwithstanding the foregoing provisions group of this Section 7.4affiliated Persons unless: (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, that either (ia) the Borrower shall be is the continuing entity or surviving corporation in such merger or consolidation, (iib) the Credit Parties shall cause to be executed resulting, surviving or transferee entity (the “Surviving Person”) is a corporation organized under the laws of the United States, any state thereof or the District of Columbia and delivered such documents, instruments and certificates as the Agent may request so as to cause expressly assumes all of the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and Party Obligations, (iiib) no Default or Event of Default shall have occurred and be continuing immediately before exist or shall occur immediately after giving effect to such transaction; (b) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of the Borrower; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect on a pro forma basis to such transaction, and (iic) no Default unless such transaction is solely the merger of the Borrower with or Event into any person solely for the purpose of Default shall have occurred effecting a change in the state of incorporation of the Borrower or of the Borrower and be continuing immediately before or one of its Subsidiaries and which transaction is not for the purpose of evading this Section 8.4, immediately after giving effect to such transaction and (iii) no merger or consolidation shall on a pro forma basis, the Surviving Person would immediately thereafter be permitted by this clause (bto incur at least $1.00 of additional Indebtedness pursuant to the Debt Incurrence Ratio set forth in Section 8.1; provided that above Section 8.4(b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; (c) shall not apply to any Subsidiary consolidation or merger or the sale, lease, conveyance or transfer or other disposition of all or substantially all of the assets of the Borrower may merge with between the Borrower and a Subsidiary or between the Subsidiaries of the Borrower. Upon any Person other than a Credit Party in connection with a Permitted Acquisition if (i) such Subsidiary shall be the continuing consolidation or surviving corporation in such merger or consolidationany transfer of all or substantially all of the assets of the Borrower in accordance with this Section 8.4, the successor corporation formed by such consolidation or into which the Borrower is merged or to which such transfer is made shall (iiexcept in the case of a lease) succeed to and be substituted for, and may exercise every right and power of, the Borrower under this Credit Parties shall cause to be executed and delivered Agreement with the same effect as if such documents, instruments and certificates successor corporation had been named therein as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transactionBorrower, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (ivexcept in the case of a lease) the Borrower shall have delivered to be released from the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, obligations under the Notes and this Credit Parties shall be in compliance with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and (d) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transactionAgreement.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.58.5, none of the Credit Parties will not permit any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)) without obtaining the prior written consent of the Required Lenders; provided, provided that, notwithstanding the foregoing provisions of this Section 7.4: 8.4, (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries provided that (i) the Borrower shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; (b) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of the Borrower; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; (c) any Subsidiary of the Borrower may merge with any Person other than a Credit Party in connection with a Permitted Acquisition if (i) such Subsidiary shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist, (iii) the Credit Parties shall be in compliance with all of the financial covenants set forth representations and warranties contained in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition 6 are true immediately prior to and with respect to which the Agent has received the Required Financial Information; and (d) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (iiiv) no Default or Event of Default shall have occurred and be continuing immediately before exists or will exist after giving effect to such transaction., (b) any Credit Party may merge or consolidate with any other Credit Party provided that (i) neither the Parent nor the Borrower may merge or consolidate with one another, (ii) in the case of a merger or consolidation involving the Parent or the Borrower, the Parent or the Borrower, as the case may be, shall be the continuing or surviving corporation, (iii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist, (iv) the representations and warranties contained in Section 6 are true immediately prior to and after giving effect to such transaction and (v) no Default or Event of Default exists or will exist after giving effect to such transaction, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party provided that (i) such Credit Party shall be the continuing or surviving corporation and (ii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist, (iii) the representations and warranties contained in Section 6 are true immediately prior to and after giving effect to such transaction and (iv) no Default or Event of Default exists or will exist after giving effect to such transaction, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party provided (i) the Borrower shall have delivered to the

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.58.5, none of the Credit Parties will not permit any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, PROVIDED that, notwithstanding the foregoing provisions of this Section 7.4: 8.4, (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries PROVIDED that (i) the Borrower shall be the continuing or surviving corporation corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 7.13 after giving effect to such merger transaction and (iii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or consolidationEvent of Default would exist, (b) any Credit Party other than the Borrower may merge or consolidate with any other Credit Party other than the Borrower PROVIDED that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 7.13 after giving effect to such transaction and (ii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Borrower PROVIDED that (i) such Credit Party shall be the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 7.13 after giving effect to such transaction and (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; (b) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of the Borrower; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; (c) any Subsidiary of the Borrower may merge with any Person other than a Credit Party in connection with a Permitted Acquisition if (i) such Subsidiary shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all no Default or Event of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and Default would exist, (d) any Wholly Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party PROVIDED the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist, (e) the Borrower or any of its Subsidiaries may acquire all or a portion of the capital stock or other ownership interest in any Person which is not a Subsidiary or all or any substantial portion of the assets, property and/or operations of a Person which is not a Subsidiary in an aggregate amount not to exceed $5,000,000 in any fiscal year; PROVIDED, HOWEVER, (i) the Borrower shall comply with the provisions of Section 7.12 and (ii) no Default or Event of Default would exist after giving effect to such acquisitions on a Pro Forma Basis, and (f) any Wholly-Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transaction.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.5The Borrower will not, none of the Credit Parties and will not permit any Consolidated Party to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, provided that, notwithstanding the foregoing provisions of this Section 7.4: (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries provided that (i) the Borrower shall be the continuing or surviving corporation, and (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Sections 2.2 and 2.3 of the 79 -74- Collateral Security Agreement after giving effect to such transaction; (b) any Credit Party other than the Borrower may merge or consolidate with any other Credit Party other than the Borrower provided that the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Sections 2.2 and 2.3 of the Collateral Security Agreement after giving effect to such transaction; (c) any Consolidated Party that is not a Credit Party may be merged or consolidated with or into any Credit Party provided that (i) such Credit Party shall be the continuing or surviving corporation and (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Sections 2.2 and 2.3 of the Collateral Security Agreement after giving effect to such merger transaction; (d) any Consolidated Party that is not a Credit Party may be merged or consolidationconsolidated with or into any other Consolidated Party that is not a Credit Party; (e) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with an Acquisition permitted by Section 7.6(b) if (i) the Borrower or such Subsidiary shall be the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 Sections 2.2 and 2.3 of the Collateral Security Agreement after giving effect to such transaction and (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; (b) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of the Borrower; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; (c) any Subsidiary of the Borrower may merge with any Person other than a Credit Party in connection with a Permitted Acquisition if (i) such Subsidiary shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis pro forma basis to such transaction, the Credit Parties shall be in compliance with all no Default or Event of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial InformationDefault would exist; and (df) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transaction.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.58.5, none of the Credit Parties will not permit any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, provided that, notwithstanding the foregoing provisions of this Section 7.4: 8.4, (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries provided that (i) the Borrower shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 7.13 after giving effect to such transaction and (iii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; would exist, (b) any Wholly Owned Subsidiary of Credit Party other than the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of Credit Party other than the Borrower; provided, Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.13 after giving effect to such transaction and (iiiii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no merger Default or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor Event of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; Default would exist, (c) any Subsidiary of the Borrower may merge with any Person other than Consolidated Party which is not a Credit Party in connection may be merged or consolidated with a Permitted Acquisition if or into any Credit Party provided that (i) such Subsidiary Credit Party shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.13 after giving effect to such transaction and (iviii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all no Default or Event of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and Default would exist, (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party provided the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist, (e) the Borrower or any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at merge with any time; provided, that Person other than a Consolidated Party in connection with a Permitted Acquisition if (i) the Borrower or such Wholly Owned Subsidiary shall be the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 7.13 after giving effect to such transaction and (iiiii) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default shall have occurred would exist and be continuing immediately before (f) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or after giving effect to such transactionwind up its affairs at any time.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.5, none of the Credit Parties will enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); providedPROVIDED, thatTHAT, notwithstanding the foregoing provisions of this Section 7.4: (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; providedPROVIDED, that THAT (i) the Borrower shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 6.12 after giving effect to such transaction and (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; (b) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of the Borrower; providedPROVIDED, that THAT (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 6.12 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; (c) any Subsidiary of the Borrower may merge with any Person other than a Credit Party in connection with a Permitted Acquisition if (i) such Subsidiary shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 6.12 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and (d) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; providedPROVIDED, that THAT (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 6.12 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transaction.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.5, none of the The Credit Parties will not permit any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, provided that, notwithstanding the foregoing provisions of this Section 7.4: 8.4, (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries provided that (i) either (A) the Borrower shall be is the continuing or surviving corporation in or (B) the Person formed by or surviving any such merger or consolidationconsolidation (1) is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia and (2) expressly assumes all the obligations of the Borrower under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent, (ii) immediately after the transaction, on a Pro Forma Basis, the Credit Parties will be in compliance with the financial covenant set forth in Section 7.11(c), (iii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as in order to cause maintain the perfection and priority of the Liens on the assets of the Credit Parties to be in compliance with the terms of Section 6.11 and (iv) after giving effect to such transaction and (iii) transaction, no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; exists, (b) any Wholly Owned Subsidiary of Credit Party other than the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of Credit Party other than the Borrower; provided, Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as in order to cause maintain the perfection and priority of the Liens on the assets of the Credit Parties to be in compliance with the terms of Section 6.11 and (ii) after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred exists and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; (c) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Credit Consolidated Party in connection with a Permitted Acquisition if provided that (i) such Subsidiary shall be either (A) the Borrower is the continuing or surviving corporation in or (B) the Person formed by or surviving any such merger or consolidationconsolidation (1) is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia and (2) expressly assumes all the obligations of the Borrower or such Subsidiary, as the case may be, under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent, (ii) immediately after the transaction, on a Pro Forma Basis, the Credit Parties will be in compliance with the financial covenant set forth in Section 7.11(c), (iii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as in order to cause maintain the perfection and priority of the Liens on the assets of the Credit Parties to be in compliance with the terms of Section 6.11 and (iv) after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and (d) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transactionexists.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.5, none of the Credit Consolidated Parties will enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, PROVIDED that, notwithstanding the foregoing provisions of this Section 7.4: (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, PROVIDED that (i) the Borrower shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 6.12 after giving effect to such transaction and (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; (b) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of the Borrower; provided, PROVIDED that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 6.12 after giving effect to such transaction, transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiarytransaction; (c) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; PROVIDED that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.12 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transaction; and (d) the Borrower or any Subsidiary of the Borrower may merge with any Person (other than a Credit Party Consolidated Party) in connection with a Permitted Acquisition if (i) the Borrower or such Subsidiary shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all of the financial covenants set forth in Section 7.18 7.19 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition transaction and with respect to which the Administrative Agent has received the Required Financial Information; and (d) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided, that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transaction.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.57.05, none of the Credit Consolidated Parties will enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, provided that, notwithstanding the foregoing provisions of this Section 7.47.04: (a) any Wholly-Owned Subsidiary of the Borrower may merge or consolidate with any other Wholly-Owned Subsidiary of its Wholly Owned Subsidiariesthe Borrower; provided, provided that (i) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (ii) if either party to such merger or consolidation is a Credit Party, then such Credit Party shall be the Borrower continuing or surviving corporation in such merger or consolidation and shall not be or become a Regulated Subsidiary as a result thereof; (b) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party; provided that (i) such Credit Party shall be the continuing or surviving corporation in such merger or consolidation, and shall not be or become a Regulated Subsidiary as a result thereof, (ii) the Credit Parties and Subsidiary Grantors, as applicable, shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may reasonably request so as to cause the Credit Parties to be in compliance comply with the terms of Section 6.11 6.11, Section 6.12 and Section 6.13 after giving effect to such transaction transaction, and (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; (bc) any Wholly Owned Subsidiary of the Borrower Consolidated Party which is not a Credit Party may merge be merged or consolidate consolidated with or into any other Wholly Owned Subsidiary of the BorrowerConsolidated Party which is not a Credit Party; provided, provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiarytransaction; (cd) any Subsidiary of the Borrower may merge with any Person (other than a Credit Party Consolidated Party) in connection with a Permitted Acquisition if (i) such Subsidiary shall be the continuing or surviving corporation in such merger or consolidationconsolidation and, in the case of a Subsidiary Guarantor, such Person shall not be or become a Regulated Subsidiary as a result thereof, (ii) the Credit Parties and the Subsidiary Grantors, as applicable, shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request so as to cause the Credit Parties to be in compliance comply with the terms of Section 6.11 6.11, Section 6.12 and Section 6.13 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties Borrower and its Consolidated Subsidiaries shall be in compliance with all of the financial covenants set forth in Section 7.18 7.19 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition transaction and with respect to which the Administrative Agent has received the Required Financial Information; and (di) DHMI may be merged or consolidated with or into any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any timeCredit Party; provided, provided that (iA) such Credit Party shall be the continuing or surviving corporation in such merger or consolidation, and shall not become a Regulated Subsidiary as a result thereof, (B) the Credit Parties and Subsidiary Grantors, as applicable, shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may reasonably request to cause the Credit Parties to be in compliance comply with the terms of Section 6.11 6.11, Section 6.12 and Section 6.13 after giving effect to such transaction and (iiC) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transaction; and (ii) the Inactive Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided that no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transaction.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.58.5, none of the Credit Parties will not permit any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, provided that, notwithstanding the foregoing provisions of this Section 7.4: 8.4, (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, provided that (i) the Borrower shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 7.13 after giving effect to such transaction and (iii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; would exist, (b) any Wholly Owned Subsidiary of Credit Party other than the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of Credit Party other than the Borrower; provided, Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.13 after giving effect to such transaction and (iiiii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no merger Default or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor Event of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; Default would exist, (c) any Subsidiary of the Borrower may merge with any Person other than Consolidated Party which is not a Credit Party in connection may be merged or consolidated with a Permitted Acquisition if or into any Credit Party provided that (i) such Subsidiary Credit Party shall be the continuing or surviving corporation in such merger or consolidationcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately 7.13 after giving effect to such transaction and (iviii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all no Default or Event of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and Default would exist, (d) any Wholly Owned Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated Party which is not a Credit Party, provided the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default would exist, (e) the Borrower or any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at merge with any time; provided, that Person other than a Consolidated Party in connection with a Permitted Acquisition if (i) the Borrower or such Subsidiary shall be the continuing or surviving corporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 7.13 after giving effect to such transaction and (iiiii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default shall have occurred would exist and be continuing immediately before (f) any Wholly-Owned Subsidiary of the Borrower may dissolve, liquidate or after giving effect to such transactionwind up its affairs at any time.

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.5, none of the The Credit Parties will not permit any Consolidated Party to enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, provided that, notwithstanding the foregoing provisions of this Section 7.4:8.4. (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; provided, Subsidiaries provided that (i) either (A) the Borrower shall be is the continuing or surviving corporation in or (B) the Person formed by or surviving any such merger or consolidationconsolidation (1) is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia and (2) expressly assumes all the obligations of the Borrower under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as in order to cause maintain the perfection and priority of the Liens on the assets of the Credit Parties to be in compliance with the terms of Section 6.11 and (iii) after giving effect to such transaction and (iii) transaction, no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; exists, (b) any Wholly Owned Subsidiary of Credit Party other than the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of Credit Party other than the Borrower; provided, Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as in order to cause maintain the perfection and priority of the Liens on the assets of the Credit Parties to be in compliance with the terms of Section 6.11 and (ii) after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; exists, (c) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Credit Consolidated Party in connection with a Permitted Acquisition if provided that (i) such Subsidiary shall be either (A) the Borrower is the continuing or surviving corporation in or (B) (1) unless such Subsidiary is a Foreign Subsidiary, the Person formed by or surviving any such merger or consolidationconsolidation is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia and (ii2) the Credit Parties shall cause to be executed and delivered Person formed by or surviving any such documents, instruments and certificates as merger or consolidation expressly assumes all the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters obligations of the Borrower which precedes or ends on such Subsidiary, if any, as the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and (d) any Wholly Owned Subsidiary of the Borrower case may dissolvebe, liquidate or wind up its affairs at any time; provided, that (i) under the Credit Parties shall cause Documents pursuant to be executed and delivered such documents, instruments and certificates as an agreement(s) reasonably satisfactory to the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transaction.Agent,

Consolidation, Merger, Dissolution, etc. Except in connection with an Asset Disposition permitted by the terms of Section 7.5, none of the Credit Parties will enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); providedPROVIDED, thatTHAT, notwithstanding the foregoing provisions of this Section 7.4: (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries; providedPROVIDED, that THAT (i) the Borrower shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction; (b) any Wholly Owned Subsidiary of the Borrower may merge or consolidate with any other Wholly Owned Subsidiary of the Borrower; providedPROVIDED, that THAT (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (ii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iii) no merger or consolidation shall be permitted by this clause (b) if a Foreign Subsidiary is the survivor of a merger or consolidation between a Domestic Subsidiary and a Foreign Subsidiary; (c) any Subsidiary of the Borrower may merge with any Person other than a Credit Party in connection with a Permitted Acquisition if (i) such Subsidiary shall be the continuing or surviving corporation in such merger or consolidation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request so as to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction, (iii) no Default or Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such transaction and (iv) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Credit Parties shall be in compliance with all of the financial covenants set forth in Section 7.18 as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition and with respect to which the Agent has received the Required Financial Information; and (d) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; providedPROVIDED, that THAT (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request to cause the Credit Parties to be in compliance with the terms of Section 6.11 after giving effect to such transaction and (ii) no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such transaction.