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 Borrower may merge or consolidate with any of its Subsidiaries 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 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 in order to maintain the perfection and priority of the Liens on the assets of the Credit Parties and (iii) after giving effect to such transaction, no Default or Event of Default exists, (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 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, (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) (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,

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 Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries provided that (i) either (A) the Borrower is shall be 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 under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agentcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order so as to maintain the perfection and priority of the Liens on the assets of cause the Credit Parties to be in compliance with the terms of Section 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, (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 in order so as to maintain the perfection and priority of the Liens on the assets of cause the Credit Parties to be in compliance with the terms of Section 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 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, (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 merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that if (i) either (A) the Borrower is or such Wholly Owned Subsidiary shall be the continuing or surviving corporation or corporation, (Bii) (1) unless the Credit Parties shall cause to be executed and delivered such Subsidiary is a Foreign Subsidiarydocuments, instruments and certificates as the Person formed by or surviving any 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 merger or consolidation is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia transaction and (2iii) the Person formed by 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 surviving Event of Default would exist and (f) any such merger or consolidation expressly assumes all the obligations Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or such Subsidiary, if any, as the case may be, under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent,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 Borrower may merge or consolidate with any of its Subsidiaries Subsidiaries, provided that (i) either (A) the Borrower is shall be 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 under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agentcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may request in order so as to maintain the perfection and priority of the Liens on the assets of cause the Credit Parties to be in compliance with the terms of Section 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, (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 Administrative Agent may request in order so as to maintain the perfection and priority of the Liens on the assets of cause the Credit Parties to be in compliance with the terms of Section 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 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, (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 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 merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that if (i) either (A) the Borrower is or such Subsidiary shall be the continuing or surviving corporation or corporation, (Bii) (1) unless the Credit Parties shall cause to be executed and delivered such Subsidiary is a Foreign Subsidiarydocuments, instruments and certificates as the Person formed by or surviving any 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 merger or consolidation is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia transaction and (2iii) the Person formed by 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 surviving Event of Default would exist and (f) any such merger or consolidation expressly assumes all the obligations Wholly-Owned Subsidiary of the Borrower may dissolve, liquidate or such Subsidiary, if any, as the case may be, under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent,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 Borrower may merge or consolidate with any of its Subsidiaries 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 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 in order to maintain the perfection and priority of the Liens on the assets of the Credit Parties and (iiiiv) after giving effect to such transaction, no Default or Event of Default exists, (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 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, 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) (1) unless such Subsidiary is a Foreign Subsidiary, 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) 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) 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 in order to maintain the perfection and priority of the Liens on the assets of the Credit Parties and (iv) 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 that, notwithstanding the foregoing provisions of this Section 8.4. , (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) either (A) the Borrower is shall be 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 under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agentcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Administrative Agent may reasonably request in order so as to maintain the perfection and priority of the Liens on the assets of cause the Credit Parties and (iii) to be in compliance with the terms of Section 7.13 after giving effect to such transaction, 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 existswould 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 Administrative Agent may reasonably request in order so as to maintain the perfection and priority of the Liens on the assets of cause the Credit Parties and (ii) to be in compliance with the terms of Section 7.13 after giving effect to such transaction, transaction and (ii) 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 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 Administrative 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 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 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 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 merge with dissolve, liquidate or wind up its affairs at 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) (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,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)) without obtaining the prior written consent of the Required Lenders; provided that, notwithstanding the foregoing provisions of this Section 8.4. , (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) either (A) the Borrower is shall be 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 under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agentcorporation, (ii) the Credit Parties Borrower shall cause have delivered 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 (iii) after 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, (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 Party other than the Borrower may merge or consolidate with any other Credit Party other than the Borrower provided that (i) neither the Credit Parties shall cause to be executed and delivered such documentsParent nor the Borrower may merge or consolidate with one another, 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 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, (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) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection which is not a Credit Party may be merged or consolidated with a Permitted Acquisition or into any Credit Party provided that (i) either (A) the Borrower is such Credit Party shall be the continuing or surviving corporation 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 (2ii) the Person formed by 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 surviving 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 such merger Consolidated Party which is not a Credit Party may be merged or consolidation expressly assumes all the obligations of consolidated with or into any other Consolidated Party which is not a Credit Party provided (i) the Borrower or such Subsidiary, if any, as the case may be, under the Credit Documents pursuant shall have delivered to an agreement(s) reasonably satisfactory to the Agent,the

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 Borrower may merge or consolidate with any of its Subsidiaries provided PROVIDED that (i) either (A) the Borrower is shall be the continuing or surviving corporation or corporation, (Bii) the Person formed by 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 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, (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 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 Agentcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order so as to maintain the perfection and priority of the Liens on the assets of cause the Credit Parties to be in compliance with the terms of Section 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, (bd) any Consolidated Party which is not a Credit Party may be merged or consolidated with or into any other than Consolidated Party which is not a Credit Party PROVIDED the Borrower may merge or consolidate with any other Credit Party other than the Borrower provided that (i) the Credit Parties shall cause have delivered 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 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, (ce) 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 merge with dissolve, liquidate or wind up its affairs at 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) (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,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 Borrower may merge or consolidate with any of its Subsidiaries provided that (i) either (A) the Borrower is shall be 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 under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agentcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may reasonably request in order so as to maintain the perfection and priority of the Liens on the assets of cause the Credit Parties and (iii) to be in compliance with the terms of Section 7.13 after giving effect to such transaction, 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 existswould 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 reasonably request in order so as to maintain the perfection and priority of the Liens on the assets of 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 certificate demonstrating that after giving effect 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 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 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 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 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 certificate demonstrating that after giving effect to such transaction, no Default or Event of Default existswould exist, and (ce) the Borrower or any Wholly-Owned Subsidiary of the Borrower may merge with dissolve, liquidate or wind up its affairs at 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) (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,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 Borrower may merge or consolidate with any of its Subsidiaries 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 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 in order to maintain the perfection and priority of the Liens on the assets of the Credit Parties and (iiiiv) after giving effect to such transaction, no Default or Event of Default exists, (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 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, 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) (1) unless such Subsidiary is a Foreign Subsidiary, 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) 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) 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 in order to maintain the perfection and priority of the Liens on the assets of the Credit Parties and (iv) 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) either (A) the Parent or the Borrower is shall be 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 under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agentcorporation, (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 Liens Collateral Agent's 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, (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 Liens 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) the Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection which is not a Credit Party may be merged or consolidated with a Permitted Acquisition or into any Credit Party; provided that (i) either (A) the Borrower is such Credit Party 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 Required Lenders 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 Collateral Agent may reasonably request in order to maintain the laws perfection and priority of the U.S., any state thereof or Collateral Agent's liens on the District assets of Columbia the Credit Parties as required by Section 7.14 after giving effect to such transaction and (2iii) the Person formed by after giving effect to such transaction, no Default or surviving 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 merger transaction, no Default or consolidation expressly assumes all the obligations Event 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,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 Borrower may merge or consolidate with any of its Subsidiaries provided that (i) either (A) the Borrower is shall be 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 under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agentcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order so as to maintain the perfection and priority of the Liens on the assets of cause the Credit Parties to be in compliance with the terms of Section 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, (b) any Credit Party other than the Borrower may merge or consolidate with any other Credit Party other than 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 in order so as to maintain the perfection and priority of the Liens on the assets of cause the Credit Parties to be in compliance with the terms of Section 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 Borrower or any Subsidiary of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided PROVIDED that (i) either (A) the Borrower is such Credit Party shall be the continuing or surviving corporation or corporation, (Bii) (1) unless the Credit Parties shall cause to be executed and delivered such Subsidiary is a Foreign Subsidiarydocuments, instruments and certificates as the Person formed by or surviving any 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 merger or consolidation is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia transaction and (2iii) the Person formed by 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 surviving Event of Default would exist, (d) any such merger Consolidated Party which is not a Credit Party may be merged or consolidation expressly assumes all the obligations of consolidated with or into any other Consolidated Party which is not a Credit Party PROVIDED the Borrower or such Subsidiary, if any, as the case may be, under the Credit Documents pursuant to an agreement(s) reasonably satisfactory shall have delivered to the Agent,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. 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) either (A) the Borrower is shall be 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 under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agentcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order so as to maintain the perfection and priority of the Liens on the assets of cause the Credit Parties to be in compliance with the terms of Section 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, (bc) any Credit Party other than the Parent, Interco or the Borrower may merge or consolidate with any other Credit Party other than the Parent, 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 in order so as to maintain the perfection and priority of the Liens on the assets of cause the Credit Parties to be in compliance with the terms of Section 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 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, (e) 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 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 provided that if (i) either (A) if such merger involves the Borrower, the Borrower is shall be the continuing or surviving corporation or corporation, (Bii) (1) unless the Credit Parties shall cause to be executed and delivered such Subsidiary is a Foreign Subsidiarydocuments, instruments and certificates as the Person formed by or surviving any 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 merger or consolidation is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia transaction and (2iii) the Person formed by 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 surviving Event of Default would exist and be continuing and (g) any such merger or consolidation expressly assumes all the obligations Subsidiary of the Borrower may dissolve, liquidate or such Subsidiary, if any, as the case may be, under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent,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 Borrower may merge or consolidate with any of its Subsidiaries provided that (i) either (A) the Borrower is shall be 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 under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agentcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order so as to maintain the perfection and priority of the Liens on the assets of cause the Credit Parties to be in compliance with the terms of Section 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, (b) any Credit Party other than the Parent or the Borrower may merge or consolidate with any other Credit Party other than the 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 in order so as to maintain the perfection and priority of the Liens on the assets of cause the Credit Parties to be in compliance with the terms of Section 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 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, (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 and (e) any Wholly-Owned Subsidiary of the Borrower may merge with dissolve, liquidate or wind up its affairs at 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) (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,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 Borrower may merge or consolidate with any of its Subsidiaries 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 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 in order to maintain the perfection and priority of the Liens on the assets of the Credit Parties and (iii) after giving effect to such transaction, no Default or Event of Default exists, (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 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, (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) (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 Agent may request in order to maintain the perfection and priority of the Liens on the assets of the Credit Parties and (iii) after giving effect to such transaction, no Default or Event of Default exists and (d) any Foreign Subsidiary may merge or consolidate with any other Foreign 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); provided PROVIDED that, notwithstanding the foregoing provisions of this Section 8.4. , (a) the Borrower may merge or consolidate with any of its Wholly Owned Subsidiaries provided PROVIDED that (i) either (A) the Borrower is shall be 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 under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agentcorporation, (ii) the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may request in order so as to maintain the perfection and priority of the Liens on the assets of cause the Credit Parties to be in compliance with the terms of Section 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, (b) any Credit Party other than the Borrower may merge or consolidate with any other Credit Party other than 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 in order so as to maintain the perfection and priority of the Liens on the assets of cause the Credit Parties to be in compliance with the terms of Section 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 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, (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 merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that if (i) either (A) the Borrower is or such Wholly Owned Subsidiary shall be the continuing or surviving corporation or corporation, (Bii) (1) unless the Credit Parties shall cause to be executed and delivered such Subsidiary is a Foreign Subsidiarydocuments, instruments and certificates as the Person formed by or surviving any 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 merger or consolidation is a corporation organized or existing under the laws of the U.S., any state thereof or the District of Columbia transaction and (2iii) the Person formed by 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 surviving Event of Default would exist and (f) any such merger or consolidation expressly assumes all the obligations Wholly Owned Subsidiary of the Borrower may dissolve, liquidate or such Subsidiary, if any, as the case may be, under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent,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)) without obtaining the prior written consent of the Required Lenders; provided that, notwithstanding the foregoing provisions of this Section 8.4. , (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that (i) either (A) the Borrower is shall be 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 under the Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agentcorporation, (ii) the Credit Parties Borrower shall cause have delivered 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 (iii) after 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, (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 Party other than the Borrower may merge or consolidate with any other Credit Party other than the Borrower provided that (i) neither the Credit Parties shall cause to be executed and delivered such documentsParent nor the Borrower may merge or consolidate with one another, 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 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, (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 Subsidiary of 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 provided that if (i) either (A) the Borrower is such Consolidated Party shall be the continuing or surviving corporation 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 (2ii) the Person formed by 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 surviving 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 such merger or consolidation expressly assumes all the obligations Wholly-Owned Subsidiary (including Inactive Subsidiaries) of the Borrower or such Subsidiarythe Parent (excluding the Borrower) may dissolve, if anyliquidate 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, as and the case may be, under aggregate consideration for all transactions permitted hereby shall not exceed $100,000,000 during the term of this Credit Documents pursuant to an agreement(s) reasonably satisfactory to the Agent,Agreement.