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

Consolidation, Merger, Dissolution, etc. 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender may reasonably request in order to maintain the perfection and priority of the Lender's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iv) after giving effect to such transaction, no Default or Event 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 Lender may reasonably request in order to maintain the perfection and priority of the Lender'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 Lender may reasonably request in order to maintain the perfection and priority of the Lender's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, and (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 that, after giving effect to such transaction, no Default or Event of Default exists.

Consolidation, Merger, Dissolution, etc. 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender may reasonably request in order to maintain the perfection and priority of the Lender's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iv) after giving effect to such transaction, no Default or Event 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 Lender may reasonably request in order to maintain the perfection and priority of the Lender'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 Lender Agent may reasonably request in order to maintain the perfection and priority of the Lender's liens Liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, exists and (db) 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 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 may merge with any Person other than a Consolidated Party which is not in connection with a Credit Party may Permitted Acquisition provided that (i) the Borrower or such Subsidiary shall be merged the continuing or consolidated with or into any other Consolidated Party which is not a Credit Party provided that, surviving corporation and (ii) after giving effect to such transaction, no Default or Event of Default exists.

Consolidation, Merger, Dissolution, etc. The Except in connection with an Asset Disposition permitted by the terms of Section 8.5, 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 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (iviii) after 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 existswould exist, (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 PROVIDED that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (ii) after 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 existswould exist, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party provided 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 Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (iii) after 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 existswould exist, and (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 PROVIDED the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, after upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default existswould exist and (e) the Borrower may engage in Permitted Acquisitions.

Consolidation, Merger, Dissolution, etc. 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Administrative Agent may reasonably request in order to maintain the perfection and priority of the LenderAdministrative Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iv) after giving effect to such transaction, no Default or Event 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 Lender Administrative Agent may reasonably request in order to maintain the perfection and priority of the LenderAdministrative 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 Lender Administrative Agent may reasonably request in order to maintain the perfection and priority of the LenderAdministrative Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, and (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 that, after giving effect to such transaction, no Default or Event of Default exists.

Consolidation, Merger, Dissolution, etc. The Except in connection with an Asset Disposition permitted by the terms of Section 8.5, 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving corporation, (ii) the Parent Borrower shall not merge 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 consolidate with the BorrowerEvent of Default would exist, (iii) the Credit Parties shall cause representations and warranties contained in Section 6 are true immediately prior to be executed and delivered such documents, instruments and certificates as the Lender may reasonably request in order to maintain the perfection and priority of the Lender's liens on the assets of the Credit Parties as required by Section 7.14 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 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 existswould exist, (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 (iiv) the Credit Parties shall cause representations and warranties contained in Section 6 are true immediately prior to be executed and delivered such documents, instruments and certificates as the Lender may reasonably request in order to maintain the perfection and priority of the Lender's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iiv) no Default or Event of Default exists or will exist 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, corporation and (ii) the Credit Parties Borrower shall cause have delivered to be executed and delivered such documentsthe Agent a Pro Forma Compliance Certificate demonstrating that, instruments and certificates as the Lender may reasonably request in order to maintain the perfection and priority of the Lender's liens on the assets of the Credit Parties as required by Section 7.14 after upon giving effect to such transaction and (iii) after giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default existswould 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 that, after giving effect (i) the Borrower shall have delivered to such transaction, no Default or Event of Default exists.the

Consolidation, Merger, Dissolution, etc. 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the 101 102 Borrower may merge or consolidate with any of its Restricted Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Administrative Agent may reasonably request in order to maintain the perfection and priority of the LenderAdministrative Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iviii) after giving effect to such transaction, no Default or Event 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 Lender Administrative Agent may reasonably request in order to maintain the perfection and priority of the LenderAdministrative 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 Lender Administrative Agent may reasonably request in order to maintain the perfection and priority of the LenderAdministrative Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, and (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 that, after giving effect to such transaction, no Default or Event of Default exists.

Consolidation, Merger, Dissolution, etc. 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 that, notwithstanding the -------- foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Parent or the Borrower shall be -------- the continuing or surviving 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 Lender Agent may reasonably request in order to maintain the perfection and priority of the LenderAgent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iviii) after giving effect to such transaction, no Default or Event 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 Lender Agent may reasonably request in order to maintain the perfection and priority of the LenderAgent'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 Lender Agent may reasonably request in order to maintain the perfection and priority of the LenderAgent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, and (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 that, after giving effect to such -------- transaction, no Default or Event of Default existsexists and (e) any Consolidated Party may merge with any Person other than another Consolidated Party in connection with a Permitted Acquisition if such Consolidated Party shall be the continuing or surviving corporation.

Consolidation, Merger, Dissolution, etc. The Except in connection with an Asset Disposition permitted by the terms of Section 8.5, 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (iviii) the Borrower shall have delivered to the Agent a certificate demonstrating that after giving effect to such transaction, transaction no Default or Event of Default existswould exist, (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 Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (ii) the Borrower shall have delivered to the Agent a certificate demonstrating that after giving effect to such transaction, transaction no Default or Event of Default existswould exist, (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 Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 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, transaction no Default or Event of Default existswould exist, and (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 that, the Borrower shall have delivered to the Agent a certificate demonstrating that after giving effect to such transaction, no Default or Event of Default existswould exist, and (e) any Wholly-Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time.

Consolidation, Merger, Dissolution, etc. 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Required Lenders or the Collateral Agent may reasonably request in order to maintain the perfection and priority of the LenderCollateral Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iv) after giving effect to such transaction, no Default or Event 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 Parent; provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Lender Required Lenders or the Collateral Agent may reasonably request in order to maintain the perfection and priority of the LenderCollateral 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 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 Lender Required Lenders or the Collateral Agent may reasonably request in order to maintain the perfection and priority of the LenderCollateral Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, and (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 Party; provided that, after giving effect to such transaction, no Default or Event of Default exists.

Consolidation, Merger, Dissolution, etc. 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Parent or either (A) the Borrower shall be is the continuing or surviving corporationcorporation 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 under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent, (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 Lender Agent may reasonably request in order to maintain the perfection and priority of the Lender's liens Liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iviii) after giving effect to such transaction, no Default or Event 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 Lender Agent may reasonably request in order to maintain the perfection and priority of the Lender's liens 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) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party which is not in connection with a Credit Party may be merged or consolidated with or into any Credit Party Permitted Acquisition provided that (i) such Credit Party shall be either (A) the Borrower is the continuing or surviving corporationcorporation or (B) (1) unless such Subsidiary is a Foreign Subsidiary, the Person formed by or surviving any such merger or consolidation 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 Lender Agent may reasonably request in order to maintain the perfection and priority of the Lender's liens Liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, exists and (d) any Consolidated Party which is not a Credit Party Foreign Subsidiary may be merged merge or consolidated consolidate 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 Default existsForeign Subsidiary.

Consolidation, Merger, Dissolution, etc. The Except in connection with an Asset Disposition permitted by the terms of Section 8.5, 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving corporation, (ii) the Parent Borrower shall not merge 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 consolidate with the BorrowerEvent of Default would exist, (iii) the Credit Parties shall cause representations and warranties contained in Section 6 are true immediately prior to be executed and delivered such documents, instruments and certificates as the Lender may reasonably request in order to maintain the perfection and priority of the Lender's liens on the assets of the Credit Parties as required by Section 7.14 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 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 existswould exist, (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 (iiv) the Credit Parties shall cause representations and warranties contained in Section 6 are true immediately prior to be executed and delivered such documents, instruments and certificates as the Lender may reasonably request in order to maintain the perfection and priority of the Lender's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iiv) no Default or Event of Default exists or will exist 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, corporation and (ii) the Credit Parties Borrower shall cause have delivered to be executed and delivered such documentsthe Agent a Pro Forma Compliance Certificate demonstrating that, instruments and certificates as the Lender may reasonably request in order to maintain the perfection and priority of the Lender's liens on the assets of the Credit Parties as required by Section 7.14 after upon giving effect to such transaction and (iii) after giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default existswould 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 Agent a Pro Forma Compliance Certificate demonstrating that, after upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default existswould 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. The consideration for any transaction permitted by this Section 8.4 shall not exceed $50,000,000, and the aggregate consideration for all transactions permitted hereby shall not exceed $100,000,000 during the term of this Credit Agreement.

Consolidation, Merger, Dissolution, etc. The Except in connection with an Asset Disposition permitted by the terms of Section 8.5, 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 that, notwithstanding the foregoing provisions of this Section 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 Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (iviii) after 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 existswould exist and be continuing, (bc) any Credit Party other than the Parent, Interco or the Borrower and the Parent may merge or consolidate with any other Credit Party other than the Borrower Parent, Interco or the Parent Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (ii) after 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 existswould exist and be continuing, (cd) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party other than the Parent or Interco 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 Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (iii) after 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 existswould exist and be continuing, and (de) 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, after upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default existswould exist and be continuing, (f) the Borrower or any Subsidiary of the Borrower may merge with any Person other than the Parent or 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 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 would exist and be continuing and (g) any Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time.

Consolidation, Merger, Dissolution, etc. The Except in connection with an Asset Disposition permitted by the terms of Section 8.5, 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries Subsidiaries, provided that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Administrative Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (iviii) after 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 existswould exist, (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 Lender Administrative Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (ii) after 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 existswould exist, (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 Lender Administrative Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (iii) after 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 existswould exist, and (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 Party, provided the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, after upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default existswould exist, (e) 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, (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 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 would exist and (f) any Wholly-Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time.

Consolidation, Merger, Dissolution, etc. The Except in connection with an Asset Disposition permitted by the terms of Section 8.5, 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (iviii) after 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 existswould exist, (b) any Credit Party other than the Parent or the Borrower and the Parent may merge or consolidate with any other Credit Party other than the Borrower Parent or the Parent Borrower provided that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (ii) after 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 existswould 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 Parent 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 Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (iii) after 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 existswould exist, and (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, after upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default existswould exist and (e) any Wholly-Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time.

Consolidation, Merger, Dissolution, etc. 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 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided PROVIDED that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Agent may reasonably request in order to maintain the perfection and priority of the LenderAgent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iviii) after giving effect to such transaction, no Default or Event 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 PROVIDED that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Lender Agent may reasonably request in order to maintain the perfection and priority of the LenderAgent'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 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 Lender Agent may reasonably request in order to maintain the perfection and priority of the LenderAgent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, and (d) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other Consolidated 91 Party which is not a Credit Party provided PROVIDED that, after giving effect to such transaction, no Default or Event of Default existsexists and (e) any Consolidated Party may merge with any Person other than another Consolidated Party in connection with a Permitted Acquisition if such Consolidated Party shall be the continuing or surviving corporation.

Consolidation, Merger, Dissolution, etc. The Except in connection with an Asset Disposition permitted by the terms of Section 8.5, 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Administrative Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (iviii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such transaction, transaction no Default or Event of Default existswould exist, (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 Lender Administrative Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such transaction, transaction no Default or Event of Default existswould exist, (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 Lender Administrative Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 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, transaction no Default or Event of Default existswould exist, and (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 that, the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that after giving effect to such transaction, transaction no Default or Event of Default existswould exist, and (e) any Wholly-Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time.

Consolidation, Merger, Dissolution, etc. 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Parent or either (A) the Borrower shall be is the continuing or surviving corporationcorporation 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 under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent, (ii) immediately after the Parent shall not merge or consolidate transaction, on a Pro Forma Basis, the Credit Parties will be in compliance with the Borrowerfinancial 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 Lender Agent may reasonably request in order to maintain the perfection and priority of the Lender's liens Liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iv) after giving effect to such transaction, no Default or Event 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 Lender Agent may reasonably request in order to maintain the perfection and priority of the Lender's liens 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, exists and (c) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party which is not in connection with a Credit Party may be merged or consolidated with or into any Credit Party Permitted Acquisition provided that (i) such Credit Party shall be either (A) the Borrower is the continuing or surviving corporationcorporation 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 Lender Agent may reasonably request in order to maintain the perfection and priority of the Lender's liens Liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iiiiv) after giving effect to such transaction, no Default or Event of Default exists, and (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 that, after giving effect to such transaction, no Default or Event of Default exists.

Consolidation, Merger, Dissolution, etc. The Except in connection with an Asset Disposition permitted by the terms of Section 8.5, 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 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided PROVIDED that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (iviii) after 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 existswould exist, (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 PROVIDED that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (ii) after 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 existswould exist, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party provided 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 Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (iii) after 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 existswould exist, and (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 PROVIDED the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, after upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default existswould 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.

Consolidation, Merger, Dissolution, etc. 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Agent may reasonably request in order to maintain the perfection and priority of the LenderAgent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iviii) after giving effect to such transaction, no Default or Event 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 Lender Agent may reasonably request in order to maintain the perfection and priority of the LenderAgent'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 Lender Agent may reasonably request in order to maintain the perfection and priority of the LenderAgent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, and (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 that, after giving effect to such transaction, no Default or Event of Default exists.

Consolidation, Merger, Dissolution, etc. 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 that, -------- notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Parent or either -------- (A) the Borrower shall be is the continuing or surviving corporationcorporation 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 under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent, (ii) immediately after the Parent shall not merge or consolidate transaction, on a Pro Forma Basis, the Credit Parties will be in compliance with the Borrowerfinancial 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 Lender Agent may reasonably request in order to maintain the perfection and priority of the Lender's liens Liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iv) after giving effect to such transaction, no Default or Event 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 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 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 Lender Agent may reasonably request in order to maintain the perfection and priority of the Lender's liens Liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iiiv) 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 Lender may reasonably request in order to maintain the perfection and priority of the Lender's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, and (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 that, after giving effect to such transaction, no Default or Event of Default exists.

Consolidation, Merger, Dissolution, etc. 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Agent may reasonably request in order to maintain the perfection and priority of the LenderAgent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iviii) after giving effect to such transaction, no Default or Event 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 Lender Agent may reasonably request in order to maintain the perfection and priority of the LenderAgent'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 Lender Agent may reasonably request in order to maintain the perfection and priority of the LenderAgent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, and (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 that, after giving effect to such transaction, no Default or Event of Default existsexists and (e) any Consolidated Party may merge with any Person other than another Consolidated Party in connection with a Permitted Acquisition if such Consolidated Party shall be the continuing or surviving corporation.

Consolidation, Merger, Dissolution, etc. 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Restricted Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Administrative Agent may reasonably request in order to maintain the perfection and priority of the LenderAdministrative Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iviii) after giving effect to such transaction, no Default or Event of Default existsexists (other than with respect to the MDP Defaults and the PMI Defaults), (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 Lender Administrative Agent may reasonably request in order to maintain the perfection and priority of the LenderAdministrative 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 existsexists (other than with respect to the MDP Defaults and the PMI Defaults), (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 Lender Administrative Agent may reasonably request in order to maintain the perfection and priority of the LenderAdministrative Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default existsexists (other than with respect to the MDP Defaults and the PMI Defaults), and (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 that, after giving effect to such transaction, no Default or Event of Default exists, (e) Management Opco may be merged or 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 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, (iv) such transaction shall 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 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)."

Consolidation, Merger, Dissolution, etc. The Except in connection with an Asset Disposition permitted by the terms of Section 8.5, 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 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries provided PROVIDED that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (iviii) after 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 existswould exist, (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 PROVIDED that (i) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (ii) after 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 existswould exist, (c) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any Credit Party provided 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 Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (iii) after 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 existswould exist, and (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 PROVIDED the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, after upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default existswould exist, (e) the Borrower or any Wholly Owned 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 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 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 would exist and (f) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time.

Consolidation, Merger, Dissolution, etc. The Except in connection with an Asset Disposition permitted by the terms of Section 8.5, 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (iviii) after 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 existswould exist, (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 Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (ii) after 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 existswould exist, (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 Lender Agent may reasonably request in order so as to maintain the perfection and priority of the Lender's liens on the assets of cause the Credit Parties as required by to be in compliance with the terms of Section 7.14 7.13 after giving effect to such transaction and (iii) after 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 existswould exist, and (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, after upon giving effect on a Pro Forma Basis to such transaction, no Default or Event of Default existswould exist, (e) the Borrower or any Wholly Owned 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 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 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 would exist and (f) any Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time.

Consolidation, Merger, Dissolution, etc. 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 that, notwithstanding the foregoing provisions of this Section 8.4, (a) the Parent or the Borrower may merge or consolidate with any of its Restricted Subsidiaries provided that (i) the Parent or the Borrower shall be the continuing or surviving 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 Lender Administrative Agent may reasonably request in order to maintain the perfection and priority of the LenderAdministrative Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iviii) after giving effect to such transaction, no Default or Event 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 Lender Administrative Agent may reasonably request in order to maintain the perfection and priority of the LenderAdministrative 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, 100 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 Lender Administrative Agent may reasonably request in order to maintain the perfection and priority of the LenderAdministrative Agent's liens on the assets of the Credit Parties as required by Section 7.14 after giving effect to such transaction and (iii) after giving effect to such transaction, no Default or Event of Default exists, and (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 that, after giving effect to such transaction, no Default or Event of Default exists.