Common use of Consolidation, Merger; Permitted Acquisitions, etc Clause in Contracts

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the Agents, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by merger, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall not exceed $100,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunder.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower Holdings or any other Subsidiary of its Subsidiaries (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, Holdings, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower Holdings or any other Subsidiary of its Subsidiaries (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by Holdings, the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless unless, after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsCollateral Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Collateral Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and; (b) so long as no Event any Person (i) may merge with or into or consolidate with a Loan Party, or a Loan Party may merge or consolidate with such Person, in a transaction in which (x) in the case of Default has occurred and is continuing a merger involving Holdings or would occur after giving effect theretothe Borrower, the Borrower surviving entity is Holdings or the Borrower, as applicable, or (y) otherwise, the surviving entity is such Loan Party or if the surviving entity will not be such Loan Party, simultaneously with such transaction, the Person formed by such consolidation or in which such Loan Party is merged, shall become a Subsidiary Guarantor and the Person shall comply with Section 6.08 in connection therewith and (ii) may merge with or into or consolidate with a Subsidiary that is not a Loan Party (provided that any merger involving a Loan Party shall be permitted only in accordance with clause (i)); provided that any such transaction under clause (i) or (ii) involving a Person that is not a Loan Party or a Subsidiary shall be a Permitted Acquisition permitted under Section 7.10(c); (c) the purchase of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets or Capital Securities of any Person (or any division or line of business thereofany such Person), or acquire the acquisition of such Person by mergermerger (or the offer or tender to purchase 100% of the Capital Securities of such Person), in each case, case if (i) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under and (ii) the laws Consolidated Leverage Ratio as of the United Statesperiod of four consecutive Fiscal Quarters most recently ended prior to the date of such Permitted Acquisition is, after giving pro forma effect to such Permitted Acquisition, at least .25 less than is otherwise required pursuant to Section 7.04(a) at the cash amount expended time of such Permitted Acquisition; and (d) any Immaterial Subsidiary may liquidate or dissolve if Holdings determines in connection with good faith that such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall not exceed $100,000,000 liquidation or dissolution is in the aggregate during the term best interest of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued Holdings and its Subsidiaries and it not materially disadvantageous to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunderLenders.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower Holdings or any other Subsidiary of its Subsidiaries (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, Holdings, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower Holdings or any other Subsidiary of its Subsidiaries (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by Holdings, the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless unless, after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsCollateral Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Collateral Agent to create, perfect or maintain the collateral position of the Secured Parties therein; (b) any Person (i) may merge with or into or consolidate with a Loan Party, or a Loan Party may merge or consolidate with such Person, in a transaction in which (x) in the case of a merger involving Holdings or the Borrower, the surviving entity is Holdings or the Borrower, as applicable, or (y) otherwise, the surviving entity is such Loan Party or if the surviving entity will not be such Loan Party, simultaneously with such transaction, the Person formed by such consolidation or in which such Loan Party is merged, shall become a Subsidiary Guarantor and the Person shall comply with Section 6.08 in connection therewith and (ii) may merge with or into or consolidate with a Subsidiary that is not a Loan Party (provided that any merger involving a Loan Party shall be permitted only in accordance with clause (i)); provided that any such transaction under clause (i) or (ii) involving a Person that is not a Loan Party or a Subsidiary shall be a Permitted Acquisition permitted under Section 7.10(c); and (bc) so long as no Event the purchase of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets or Capital Securities of any Person (or any division or line of business thereofany such Person), or acquire the acquisition of such Person by mergermerger (or the offer or tender to purchase 100% of the Capital Securities of such Person), in each case, case if (i) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under and (ii) the laws Consolidated Leverage Ratio as of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) period of Section 7.2.5, shall not exceed $100,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued four consecutive Fiscal Quarters most recently ended prior to the seller in connection with any date of such Permitted Acquisition shall not result in a deduction is, after giving pro forma effect to such Permitted Acquisition, at least .25 less than is otherwise required pursuant to Section 7.04(a) at the time of amounts available to consummate such Permitted Acquisitions hereunderAcquisition.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Revolving Loan Borrower or any other Subsidiary of its Subsidiaries (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Revolving Loan Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Revolving Loan Borrower or any other Subsidiary of its Subsidiaries (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Revolving Loan Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless unless, after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; (b) any Person may merge with or into or consolidate with a Guarantor (other than Holdings or a Borrower), or a Guarantor (other than Holdings or a Borrower) may merge or consolidate with such Person, in a transaction in which (i) the surviving entity is such Guarantor or (ii) if the surviving entity will not be such Guarantor, simultaneously with such transaction, the Person formed by such consolidation or in which such Guarantor is merged, shall become a Subsidiary Guarantor and the Person shall comply with Section 7.1.8 in connection therewith; and (bc) so long as no Event the purchase of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereofany such Person), or acquire the acquisition of such Person by merger, in each case, case if (i) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under and (ii) the laws Leverage Ratio as of the United Statesperiod of four consecutive Fiscal Quarters most recently ended prior to the date of such Permitted Acquisition is, the cash amount expended in connection with after giving pro forma effect to such transactionPermitted Acquisition, when aggregated with the cash amount expended under at least .25 less than is otherwise required pursuant to clause (ga) of Section 7.2.5, shall not exceed $100,000,000 in 7.2.4 at the aggregate during the term time of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any such Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunderAcquisition.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, provided that in no event shall any Pledged Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) another Pledged Subsidiary unless after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be reasonably necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may consummate one or more Permitted Acquisitions; provided that (i) the aggregate purchase price (including the assumption of Indebtedness and excluding consideration to the extent consisting of Capital Securities of any Person, Parent) for such Permitted Acquisition does not exceed $25,000,000 and (ii) the aggregate amount spent by the Borrower for all or substantially all Permitted Acquisitions since the Amendment Effective Date does not exceed the sum of (A) $100,000,000 and (B) the assets unused amount of any Person (or any division or line of business thereof), or acquire such Person by merger, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under Investments permitted pursuant to clause (gm) of Section 7.2.5, shall not exceed $100,000,000 and in the aggregate during the term case of this Agreement plus Available Retained Excess Cash Flow; provided further that any a Permitted Acquisition of Capital Securities of the Borrower issued to the seller in connection with any Securities, such Permitted Acquisition shall not result in the acquisition of a deduction wholly owned U.S. Subsidiary (by merger, stock purchase or purchase of assets); provided that in the event that the Borrower or any of its Subsidiaries wants to consummate a Permitted Acquisition at any time a Dividend Suspension Period has occurred and is continuing, it may not use any amounts available under clause (ii)(B) to consummate such Permitted Acquisitions hereunderAcquisition.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge or amalgamate into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge or amalgamate with and into, the Borrower or any other Subsidiary Subsidiary; (provided that that, in any merger involving the Borrower, the Borrower is the surviving Person and a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a another Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and ; (b) the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary (provided that that, the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; (c) Investments made in accordance with Section 7.2.5; and (bd) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by mergermerger or otherwise, in each case, if if: (i) no Default or Borrowing Base Deficiency has occurred and is continuing or would occur after giving effect thereto; (ii) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated and (iii) the amount paid or organized under the laws of the United States, the cash amount expended payable in connection with such transaction, when aggregated transaction (together with the cash amount expended under clause (gall previous Permitted Acquisitions) of Section 7.2.5, shall does not exceed $100,000,000 40,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunderFiscal Year.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge or amalgamate into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge or amalgamate with and into, the Borrower or any other Subsidiary Subsidiary; (provided that that, in any merger involving the Borrower, the Borrower is the surviving Person and a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a another Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and ; (b) the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary (provided that that, the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; (c) Investments made in accordance with Section 7.2.5; and (bd) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by mergermerger or otherwise, in each case, if if: (i) no Default has occurred and is continuing or would occur after giving effect thereto; (ii) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated and (iii) the amount paid or organized under the laws of the United States, the cash amount expended payable in connection with such transaction, when aggregated transaction (together with the cash amount expended under clause (gall previous Permitted Acquisitions) of Section 7.2.5, shall does not exceed $100,000,000 50,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunderFiscal Year.

Consolidation, Merger; Permitted Acquisitions, etc. The No Borrower will, and no Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the any Borrower or any other Subsidiary (provided that that, a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the any Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the any Borrower or any other Subsidiary (provided that that, the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the any Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); providedprovided further that, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as no Event the purchase of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire the acquisition of such Person by merger, in each case, case if (i) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under and (ii) the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall does not exceed $100,000,000 the amount set forth in the aggregate during such clause over the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunderAgreement.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Revolving Loan Borrower or any other Subsidiary of its Subsidiaries (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Revolving Loan Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Revolving Loan Borrower or any other Subsidiary of its Subsidiaries (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Revolving Loan Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless unless, after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and; (b) so long as no Event of Default has occurred and any Person may merge with or into or consolidate with a Guarantor (other than Holdings or a Borrower), or a Guarantor (other than Holdings or a Borrower) may merge or consolidate with such Person, in a transaction in which (i) the surviving entity is continuing such Guarantor or would occur after giving effect thereto(ii) if the surviving entity will not be such Guarantor, simultaneously with such transaction, the Borrower Person formed by such consolidation or any in which such Guarantor is merged, shall become a Subsidiary Guarantor and the Person shall comply with Section 7.1.8 in connection therewith; (c) the purchase of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereofany such Person), or acquire the acquisition of such Person by merger, in each case, case if (i) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under and (ii) the laws Leverage Ratio as of the United Statesperiod of four consecutive Fiscal Quarters most recently ended prior to the date of such Permitted Acquisition is, the cash amount expended in connection with after giving pro forma effect to such transactionPermitted Acquisition, when aggregated with the cash amount expended under at least .25 less than is otherwise required pursuant to clause (ga) of Section 7.2.57.2.4 at the time of such Permitted Acquisition; and (d) Holdings may acquire, shall not exceed $100,000,000 in directly or indirectly through one or more Subsidiaries, 100% of the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with Sparks Finance LLC, and any Permitted Acquisition shall not result in other Subsidiary of Holdings that is a deduction of amounts available to consummate Permitted Acquisitions hereunder.Subsidiary Guarantor may subsequently acquire, directly or indirectly through one or more Subsidiaries, Sparks Finance LLC from Holdings. [Amendment No. 2, Section 1.10]

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate liquidate, dissolve or dissolve voluntarily intohave its existence terminated, and may consolidate or merge with and into, the Borrower or any other Subsidiary Subsidiary; provided, that (provided that i) if applicable, the Borrower shall be the surviving or continuing Person and shall remain incorporated or organized under the laws of Mexico, (ii) a Subsidiary Guarantor may only (i) liquidate or dissolve into, or consolidate or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11)Guarantor, and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary Subsidiary, (provided that iii) the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or Guarantor, and (iiiv) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11); provided, further, that in no event shall any Subsidiary consolidate with or merge with and or into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, (A) at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person and (B) the pledged assets, as the Collateral Agent had immediately prior to such merger consolidation or consolidation merger, in form and substance reasonably satisfactory to the AgentsCollateral Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Collateral Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and; (b) so long as the Borrower may consolidate or merge into any Wholly Owned Subsidiary that is a Subsidiary Guarantor; provided, that (i) the Obligor shall remain incorporated or organized under the laws of Mexico, (ii) no Event of Default has shall have occurred and is be continuing before or would occur after giving effect to such consideration or merger, (iii) the Administrative Agent shall have received customary legal opinions from its counsel if so requested and (iv) in no event shall the Borrower consolidate or merge with any Obligor unless after giving effect thereto, the Borrower or any Collateral Agent shall have a perfected pledge of, and security interest in and to, (A) at least the same percentage of its Subsidiaries may purchase the issued and outstanding interests of Capital Securities (on a fully diluted basis) of any Personthe surviving Person and (B) the pledged assets, as the Collateral Agent had immediately prior to such consolidation or merger, in form and substance satisfactory to the Administrative Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; (c) the purchase of all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire the acquisition of such Person by merger, in each case, case if such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under and (d) Dispositions permitted by clause (ge) of Section 7.2.5, shall not exceed $100,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunder7.2.11.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower Parent will not, and nor will not it permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any other Subsidiary (provided that that, a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary (provided that that, the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, furtherfurther that, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and their counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and; (b) so long as no Event the purchase of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire the acquisition of such Person by merger, in each case, case if (i) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under and (ii) the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall does not exceed $100,000,000 the amount set forth in the aggregate during such clause over the term of this Agreement plus Available Retained Excess Cash FlowAgreement; and (c) any Immaterial Subsidiary may be dissolved or otherwise wound-up; provided further that any Capital Securities all of the Borrower issued assets of such Immaterial Subsidiary are transferred to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available one or more Subsidiaries prior to consummate Permitted Acquisitions hereundersuch dissolution or winding up.

Consolidation, Merger; Permitted Acquisitions, etc. The Parent and the Borrower will not, and will not permit any of its their respective Subsidiaries (other than Immaterial Subsidiaries) to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all any substantial part of the assets of any Person (or any division or line of business thereof), except (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Parent or the Borrower (so long as the Parent or the Borrower, as applicable, is the surviving corporation) or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Parent, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Parent, the Borrower or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Parent, the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, provided that in no event shall any Subsidiary Guarantor consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) another Subsidiary Guarantor unless after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the reasonable opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as the Parent or any of its Subsidiaries may effect an acquisition of Capital Securities (by merger, consolidation, purchase or otherwise) or of any division or all or substantially all of the assets of any Person, if: (i) no Event of Default has occurred and is continuing or would occur after giving effect thereto; 104 (ii) (A) such acquisition (1) is a Permitted Foreign Acquisition or (2) if an acquisition of Capital Securities, shall result in the Borrower or any issuer of its Subsidiaries may purchase the such Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by merger, in each case, if such purchase or acquisition constitutes becoming a Permitted Acquisition; provided that, if such Person wholly owned Subsidiary that is not incorporated or organized under the laws of the United StatesStates (whether by merger, stock purchase or otherwise); and (B) upon the consummation of such acquisition, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) provisions of Section 7.2.5, shall 7.8 are complied with; (iii) such acquisition was not exceed $100,000,000 in preceded by an unsolicited tender offer for the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Person subject to such acquisition by, or by a proxy contest initiated by, the Parent, the Borrower issued or any of their respective Subsidiaries; (iv) after giving effect to such acquisition (other than any Permitted Foreign Acquisition by any Person that is not and Obligor), the Borrower and the Subsidiary Guarantors shall have Liquidity of at least $50,000,000; and (v) the Administrative Agent shall have received a Compliance Certificate executed by the chief financial officer or chief accounting officer of the Parent certifying and, if reasonably requested by the Administrative Agent, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the seller Administration Agent) that (A) each of the conditions set forth in connection the preceding clauses (i), (ii), (iii) and (iv) have been satisfied and (B) on a historical pro forma basis (after giving effect to such acquisition and all transactions related thereto (including all Indebtedness that would be assumed or incurred as a result of such acquisition) and all acquisitions consummated prior thereto during the applicable periods thereunder) as of the last day of the most recently completed Fiscal Quarter with any Permitted respect to which, pursuant to Section 7.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 8.4 as of the last day of such Fiscal Quarter. Notwithstanding anything to the contrary contained herein, the UK Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunderbe permitted.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, provided that in no event shall any Pledged Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) another Pledged Subsidiary unless after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be reasonably necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may consummate one or more Permitted Acquisitions at any time; provided that (i) the aggregate purchase price (including in such purchase price the assumption of Indebtedness and excluding consideration to the extent consisting of Capital Securities (other than Disqualified Capital Securities) of Parent) and all fees and expenses payable by Borrower or any Person, of its Subsidiaries in connection therewith for all such Permitted Acquisitions at or substantially all prior to such time does not exceed an amount equal to the then current amount of the assets of any Person (or any division or line of business thereof), or acquire such Person by merger, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall not exceed $100,000,000 in the aggregate during the term of this Agreement plus Cumulative Available Retained Excess Cash FlowCash; provided further that in no event may (x) such purchase price for any one Permitted Acquisition or series of related Permitted Acquisitions exceed $25,000,000 or (y) such aggregate purchase price for all Permitted Acquisitions since the Closing Date exceed $125,000,000 in the aggregate and (ii) in the case of a Permitted Acquisition of Capital Securities of the Borrower issued to the seller in connection with any Securities, such Permitted Acquisition shall not result in the acquisition of a deduction wholly owned U.S. Subsidiary (by merger, stock purchase or purchase of amounts available to consummate Permitted Acquisitions hereunderassets).

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower Except in connection with a Disposition permitted by Section 7.2.8, the Company will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower Company or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower Company or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower Company or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the any Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, provided further that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAgent and their respective counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower Company or any of its Subsidiaries may may, at any time following the SEC Filing Date, purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by mergermerger or otherwise, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under Acquisition and the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall transaction does not exceed $100,000,000 50,000,000 in the aggregate during any Fiscal Year (except that any amounts unused in any Fiscal Year may be carried over to subsequent Fiscal Years) and $200,000,000 over the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunderAgreement.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower Except in connection with a Disposition permitted by Section 7.2.8, the Company will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower Company or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower Company or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower Company or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the any Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, provided further that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAgent and their respective counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower Company or any of its Subsidiaries may may, at any time following the SEC Filing Date, purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by mergermerger or otherwise, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under Acquisition and the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall transaction does not exceed $100,000,000 50,000,000 in the aggregate during any Fiscal Year (except that any amounts unused in any Fiscal Year may be carried over to subsequent Fiscal Years) and $200,000,000 over the term of this Agreement plus Available Retained Excess Cash Flow; provided further that Agreement, which $200,000,000 shall include any Capital Securities of the Borrower issued to the seller amounts expended in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereundersince the Closing Date pursuant to clause (b) of Section 7.2.7 of the Existing Credit Agreement.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge or amalgamate into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge or amalgamate with and into, the Borrower or any other Subsidiary (other than EXXI Insurance, EXXI Holdings or EXXI GIGS Services), provided that that, in any merger involving the Borrower, the Borrower is the surviving Person and a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a another Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11), and Guarantor; (b) the assets or Capital Securities of any Subsidiary (other than EXXI Insurance) may be purchased or otherwise acquired by the Borrower or any other Subsidiary (other than EXXI Insurance, EXXI Holdings or EXXI GIGS Services); provided that that, the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11)Guarantor; provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be reasonably necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and; (bc) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, Investments made in accordance with Section 7.2.5; (d) the Borrower or any of its Subsidiaries Subsidiary Guarantors may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by mergermerger or otherwise, in each case, if if: (i) no Event of Default or Borrowing Base Deficiency has occurred and is continuing or would occur after giving effect thereto; and (ii) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall not exceed $100,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunder.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the Agents, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may purchase the Capital Securities of any PersonSecurities, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by merger, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under and the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall does not exceed (x) $100,000,000 prior to the Bridge Loan Repayment Date and (y) $120,000,000 on and after the Bridge Loan Repayment Date, in each case per Fiscal Year plus the aggregate during amount of Net Disposition Proceeds the term Borrower is not required to repay pursuant to Section 3.1.1, Section 3.1.1 of this the First Lien Credit Agreement plus Available Retained Excess Cash Flowand Section 3.1.1 of the Second Lien Credit Agreement and not otherwise reinvested hereunder (so long as such proceeds are actually used for such purpose) and the Excluded Equity Proceeds Amount (so long as such proceeds are actually used for such purpose); provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunder.

Consolidation, Merger; Permitted Acquisitions, etc. The No Borrower will, nor will not, and will not it permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the a Borrower or any other Subsidiary (provided that that, a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the a Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the a Borrower or any other Subsidiary (provided that that, the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Borrower or another Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, furtherfurther that, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and; (b) so long as no Event the purchase of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire the acquisition of such Person by merger, in each case, case if (i) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under and (ii) the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall does not exceed $100,000,000 the amount set forth in the aggregate during such clause over the term of this Agreement plus Available Retained Excess Cash FlowAgreement; (c) any Immaterial Subsidiary may be dissolved or otherwise wound-up; provided further that any Capital Securities all of the Borrower issued assets of such Immaterial Subsidiary are transferred to one or more Subsidiaries prior to such dissolution or winding up; (d) the seller Acquisition may be consummated as contemplated by, and in connection with any compliance with, the Acquisition Documents; and (e) each of the Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunderReorganization Steps may be completed.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, provided that in no event shall any Pledged Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) another Pledged Subsidiary unless after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be reasonably necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may consummate one or more Permitted Acquisitions at any time; provided that the aggregate purchase price (including in such purchase price the assumption of Indebtedness and excluding consideration to the extent consisting of Capital Securities (other than Disqualified Capital Securities) of Parent) and all fees and expenses payable by Borrower or any of its Subsidiaries in connection therewith for all such Permitted Acquisitions at or prior to such time does not exceed an amount equal to (x) in respect of any Personone Permitted Acquisition or series of related Permitted Acquisitions, $25,000,000 or (y) in respect of all or substantially all Permitted Acquisitions since the Closing Date, $125,000,000 in the aggregate and (ii) in the case of a Permitted Acquisition of Capital Securities, such Permitted Acquisition shall result in the assets acquisition of any Person a wholly owned U.S. Subsidiary (or any division or line of business thereof), or acquire such Person by merger, in each case, if such stock purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under the laws purchase of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall not exceed $100,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunderassets).

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge or amalgamate into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge or amalgamate with and into, the Borrower or any other Subsidiary Subsidiary; (provided that that, in any merger involving the Borrower, the Borrower is the surviving Person and a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a another Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and ; (b) the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary (Subsidiary; provided that that, the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11)Guarantor; provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; (c) Investments made in accordance with Section 7.2.5; and (bd) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by mergermerger or otherwise, in each case, if if: (i) no Default or Borrowing Base Deficiency has occurred and is continuing or would occur after giving effect thereto; (ii) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated and (iii) the amount paid or organized under the laws of the United States, the cash amount expended payable in connection with such transaction, when aggregated transaction (together with the cash amount expended under clause (gall previous Permitted Acquisitions) of Section 7.2.5, shall does not exceed $100,000,000 40,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunderFiscal Year.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower Except in connection with a Disposition permitted by Section 7.2.8, the Company will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower Company or any other Subsidiary (provided provided, that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower Company or another Subsidiary Guarantor or (ii) and a Tranche B-3 Borrower may only liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11another Tranche B-3 Borrower so long as any Tranche B-3 Loans are outstanding), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower Company or any other Subsidiary (provided provided, that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the any Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the Agents, pursuant to such documentation and and, if requested, opinions as shall be necessary in the reasonably opinion of the Agents to create, perfect or maintain the collateral position of the Secured Parties therein; and; (b) so long as (i) no Event of Default has occurred and is continuing or would occur after giving effect theretothereto and any related transactions (in the case of a Limited Condition Acquisition, determined solely as of the LCA Test Date) and (ii) each Person so acquired (or the Person owning the assets so acquired) becomes a Subsidiary of the Company, the Borrower Company or any of its Subsidiaries may may, purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by mergermerger or otherwise, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided thatand (c) liquidation, if such Person is not incorporated or organized under the laws of the United Statesdissolutions, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall not exceed $100,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available consolidations and mergers entered into to consummate Permitted Acquisitions hereunderthe Potential Corporate Restructuring.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate liquidate, dissolve or dissolve voluntarily intohave its existence terminated, and may consolidate or merge with and into, the Borrower or any other Subsidiary Subsidiary; provided, that (provided that i) if applicable, the Borrower shall be the surviving or continuing Person and shall remain incorporated or organized under the laws of Mexico, (ii) a Subsidiary Guarantor may only (i) liquidate or dissolve into, or consolidate or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11)Guarantor, and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary Subsidiary, (provided that iii) the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or Guarantor, and (iiiv) be purchased or otherwise acquired by during a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11); providedSecurity Period, further, that in no event shall any Subsidiary consolidate with or merge with and or into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, (A) at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person and (B) the pledged assets, as the Collateral Agent had immediately prior to such merger consolidation or consolidation merger, in form and substance reasonably satisfactory to the AgentsCollateral Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Collateral Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and; (b) so long as the Borrower may consolidate or merge into any Wholly Owned Subsidiary that is a Subsidiary Guarantor; provided, that (i) the Obligor shall remain incorporated or organized under the laws of Mexico, (ii) no Event of Default has shall have occurred and is be continuing before or would occur after giving effect to such consideration or merger, (iii) the Administrative Agent shall have received customary legal opinions from its counsel if so requested and (iv) during a Security Period, in no event shall the Borrower consolidate or merge with any Obligor unless after giving effect thereto, the Borrower or any Collateral Agent shall have a perfected pledge of, and security interest in and to, (A) at least the same percentage of its Subsidiaries may purchase the issued and outstanding interests of Capital Securities (on a fully diluted basis) of any Personthe surviving Person and (B) the pledged assets, as the Collateral Agent had immediately prior to such consolidation or merger, in form and substance satisfactory to the Administrative Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; (c) the purchase of all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire the acquisition of such Person by merger, in each case, case if such purchase or acquisition constitutes a Permitted AcquisitionAcquisition or a Permitted Investment (as applicable); provided that, if such Person is not incorporated or organized under the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under and (d) Dispositions permitted by clause (ge) of Section 7.2.5, shall not exceed $100,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunder7.2.11.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower Except in connection with a Disposition permitted by Section 7.2.8, the Company will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower Company or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower Company or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower Company or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the any Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the Agents, pursuant to such documentation and and, if requested, opinions as shall be necessary in the reasonably opinion of the Agents to create, perfect or maintain the collateral position of the Secured Parties therein; and; (b) so long as (i) no Event of Default has occurred and is continuing or would occur after giving effect theretothereto and any related transactions (in the case of a Limited Condition Acquisition, determined solely as of the LCA Test Date) and (ii) after giving effect to any such Investment on a pro forma basis for the most recently ended Reference Period, the Borrower Total Net Debt Leverage Ratio does not exceed 3.25 to 1.00, the Company or any of its Subsidiaries may may, purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by mergermerger or otherwise, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided thatand (c) liquidation, if such Person is not incorporated or organized under the laws of the United Statesdissolutions, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall not exceed $100,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available consolidations and mergers entered into to consummate Permitted Acquisitions hereunderthe Potential Corporate Restructuring.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower Holdings or any other Subsidiary of its Subsidiaries (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, Holdings, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower Holdings or any other Subsidiary of its Subsidiaries (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by Holdings, the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless unless, after giving 509265-1512-15059-Active.17708695.1 91 effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsCollateral Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Collateral Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and; (b) so long as no Event any Person (i) may merge with or into or consolidate with a Loan Party, or a Loan Party may merge or consolidate with such Person, in a transaction in which (x) in the case of Default has occurred and is continuing a merger involving Holdings or would occur after giving effect theretothe Borrower, the Borrower surviving entity is Holdings or the Borrower, as applicable, or (y) otherwise, the surviving entity is such Loan Party or if the surviving entity will not be such Loan Party, simultaneously with such transaction, the Person formed by such consolidation or in which such Loan Party is merged, shall become a Subsidiary Guarantor and the Person shall comply with Section 6.08 in connection therewith and (ii) may merge with or into or consolidate with a Subsidiary that is not a Loan Party (provided that any merger involving a Loan Party shall be permitted only in accordance with clause (i)); provided that any such transaction under clause (i) or (ii) involving a Person that is not a Loan Party or a Subsidiary shall be a Permitted Acquisition permitted under Section 7.10(c); (c) the purchase of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets or Capital Securities of any Person (or any division or line of business thereofany such Person), or acquire the acquisition of such Person by mergermerger (or the offer or tender to purchase 100% of the Capital Securities of such Person), in each case, case if (i) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under and (ii) the laws Consolidated Leverage Ratio as of the United Statesperiod of four consecutive Fiscal Quarters most recently ended prior to the date of such Permitted Acquisition is, after giving pro forma effect to such Permitted Acquisition, at least .25 less than is otherwise required pursuant to Section 7.04(a) at the cash amount expended time of such Permitted Acquisition; and (d) any Immaterial Subsidiary may liquidate or dissolve if Holdings determines in connection with good faith that such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall not exceed $100,000,000 liquidation or dissolution is in the aggregate during the term best interest of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued Holdings and its Subsidiaries and it not materially disadvantageous to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunderLenders.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower Company will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Company, the Borrower or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower Company or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Company, the Borrower or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Company, the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the Agents, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower Company or any of its Subsidiaries may purchase the Capital Securities of any PersonSecurities, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by merger, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under and the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall does not exceed $100,000,000 in 120,000,000 per Fiscal Year plus the aggregate during amount of Net Disposition Proceeds the term Company or the Borrower is not required to repay pursuant to Section 3.1.1 and Section 3.1.1 of this the First Lien Credit Agreement plus Available Retained Excess Cash Flowand not otherwise reinvested hereunder (so long as such proceeds are actually used for such purpose) and the Excluded Equity Proceeds Amount (so long as such proceeds are actually used for such purpose); provided further that any Capital Securities of the Borrower Company issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunder.

Consolidation, Merger; Permitted Acquisitions, etc. The Parent Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Parent Borrower or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Parent Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Parent Borrower or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Parent Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the Agents, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents to create, perfect or maintain the collateral position of the Secured Parties therein; and; (b) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Parent Borrower or any of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by merger, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall not exceed $100,000,000 200,000,000 in the aggregate during the term of this Agreement plus the Available Retained Excess Cash FlowAmount; provided further that any Capital Securities of the Parent Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunder; and (c) liquidations, dissolutions, consolidations, mergers, purchases and acquisitions in connection with the Restructuring Transactions.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower Except in connection with a Disposition permitted by Section 7.2.8, the Company will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or Table of Contents otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower Company or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower Company or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower Company or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the any Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, provided further that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the Agents, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as (i) no Event of Default has occurred and is continuing or would occur after giving effect theretothereto and (ii) the Administrative Agent has received a Compliance Certificate executed by the chief financial or accounting Authorized Officer of the Company certifying that on a pro forma basis and for the most recent determination period the Company complied with the Minimum Liquidity Condition and had a Leverage Ratio no greater than 3.00:1.00, the Borrower Company or any of its Subsidiaries may may, purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by mergermerger or otherwise, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall not exceed $100,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunder.

Consolidation, Merger; Permitted Acquisitions, etc. The No Borrower will, nor will not, and will not it permit any of its Subsidiaries to, liquidate or dissolve, amalgamate or consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge merge, amalgamate or consolidate with and into, the a Borrower or any other Subsidiary (provided that that, a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge merge, amalgamate or consolidate with and into, the a Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary (other than any Borrower) may be purchased or otherwise acquired by the a Borrower or any other Subsidiary (provided that that, the assets or Capital Securities of any Subsidiary Guarantor (other than any Borrower) may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Borrower or another Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, furtherfurther that, that in no event shall any Subsidiary consolidate with or merge merge, amalgamate or consolidate with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent or the Canadian Collateral Agent (as applicable) shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent or the Canadian Collateral Agent (as applicable) had immediately prior to such merger merger, amalgamation or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and; (b) so long as no Event the purchase of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire the acquisition of such Person by merger, in each case, case if (i) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under and (ii) the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall does not exceed $100,000,000 the amount set forth in the aggregate during such clause over the term of this Agreement plus Available Retained Excess Cash FlowAgreement; (c) any Immaterial Subsidiary may be dissolved or otherwise wound-up; provided that all of the assets of such Immaterial Subsidiary are transferred to one or more Subsidiaries prior to such dissolution or winding up; provided, further that any Capital Securities following such dissolution or winding up, the tests set forth in Section 7.1.12 shall be satisfied. (d) the Acquisition may be consummated as contemplated by, and in compliance with, the Acquisition Documents; and (e) each of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunderReorganization Steps may be completed.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower Except in connection with a Disposition permitted by Section 7.2.8, the Company will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower Company or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower Company or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower Company or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the any Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, provided further that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAgent and their respective counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower Company or any of its Subsidiaries may may, (i) at any time following the SEC Filing Date, purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by mergermerger or otherwise, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under Acquisition and the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall transaction does not exceed $100,000,000 50,000,000 in the aggregate during any Fiscal Year (except that any amounts unused in any Fiscal Year may be carried over to subsequent Fiscal Years) and $200,000,000 over the term of this Agreement plus Available Retained Excess Cash Flow; provided further that Agreement, which $200,000,000 shall include any Capital Securities of the Borrower issued to the seller amounts expended in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereundersince the Closing Date pursuant to clause (b) of Section 7.2.7 of the Existing Credit Agreement, provided that at the time of the making of any such purchase or acquisition and after giving effect thereto and to any incurrence of Indebtedness in connection therewith, the Leverage Ratio on a pro forma basis is less than 3.50:1.00 and (ii) consummate the Specified Acquisitions.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and Parent will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except (a) any Subsidiary (other than the Borrower) may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower Parent or any other Subsidiary of the Parent (provided provided, however, that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve intoParent, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by Parent, the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11)Guarantor; provided, furtherhowever, that in no event shall any Pledged Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) another Pledged Subsidiary unless after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower Parent may, directly or indirectly through any of its Subsidiaries may purchase the Capital Securities of any PersonSubsidiaries, all consummate one or substantially all of the assets of any Person more Permitted Acquisitions; provided, however, that (or any division or line of business thereof), or acquire such Person by merger, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under the laws of the United States, i) the cash amount expended in connection with portion of all consideration relative to any such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, Permitted Acquisitions shall not exceed $100,000,000 150,000,000 during any period of twelve consecutive calendar months (inclusive of any cash payments required to be made during such twelve-month period in respect of promissory notes, Capital Securities or similar instruments delivered in any prior period as consideration (in whole or in part) of any Permitted Acquisitions), and the non-cash portion all such consideration relative to any such Permitted Acquisitions (including consideration in the aggregate during the term form of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued Parent) shall not exceed $150,000,000 (or a higher amount as may be approved in writing at the discretion of the Lead Arrangers) during such twelve-month period, and (ii) to the seller extent Capital Securities of the Parent are used as consideration for such Permitted Acquisition, the Issuance of such securities in connection with any respect of such Permitted Acquisition shall not result comply with Section 7.2.9, and no such Capital Securities shall require that any dividends, distributions, redemptions, or other similar payments be made directly or indirectly, in a deduction cash prior to the first anniversary of amounts available to consummate Permitted Acquisitions hereunderthe Stated Maturity Date of the Term Loans, as of the date of issuance of such Capital Securities.

Consolidation, Merger; Permitted Acquisitions, etc. The Parent Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Parent Borrower or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Parent Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Parent Borrower or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Parent Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the Agents, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Parent Borrower or any of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by merger, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall not exceed $100,000,000 500,000,000 in the aggregate during the term of this Agreement plus the Available Retained Excess Cash FlowAmount; provided further that any Capital Securities of the Parent Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunder.

Consolidation, Merger; Permitted Acquisitions, etc. The Parent and the Borrower will not, and will not permit any of its their respective Subsidiaries (other than Immaterial Subsidiaries) to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all any substantial part of the assets of any Person (or any division or line of business thereof), except (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Parent or the Borrower (so long as the Parent or the Borrower, as applicable, is the surviving corporation) or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Parent, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Parent, the Borrower or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Parent, the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, provided that in no event shall any Subsidiary Guarantor consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) another Subsidiary Guarantor unless after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the reasonable opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as the Parent or any of its Subsidiaries may effect an acquisition of Capital Securities (by merger, consolidation, purchase or otherwise) or of all or substantially all of the assets by the Borrower or any Subsidiary from any Person, if: (i) no Event of Default has occurred and is continuing or would occur after giving effect thereto; (ii) (A) such acquisition, if an acquisition of Capital Securities, shall result in the Borrower or any issuer of its Subsidiaries may purchase the such Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by merger, in each case, if such purchase or acquisition constitutes becoming a Permitted Acquisition; provided that, if such Person wholly owned Subsidiary that is not incorporated or organized under the laws of the United StatesStates (whether by merger, stock purchase or otherwise); and (B) upon the consummation of such acquisition, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) provisions of Section 7.2.5, shall 7.8 are complied with; (iii) such acquisition was not exceed $100,000,000 in preceded by an unsolicited tender offer for the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Person subject to such acquisition by, or by a proxy contest initiated by, the Parent, the Borrower issued or any of their respective Subsidiaries; (iv) after giving effect to such acquisition, the Borrower and the Subsidiary Guarantors shall have Liquidity of at least $50,000,000; and (v) the Administrative Agent shall have received a Compliance Certificate executed by the chief financial Authorized Officer of the Borrower certifying and, if reasonably requested by the Administrative Agent, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the seller Administration Agent) that (A) each of the conditions set forth in connection the preceding clauses (i), (ii), (iii) and (iv) have been satisfied and (B) on a historical pro forma basis (after giving effect to such acquisition and all transactions related thereto (including all Indebtedness that would be assumed or incurred as a result of such acquisition) and all acquisitions consummated prior thereto during the applicable periods thereunder) as of the last day of the most recently completed Fiscal Quarter with any Permitted Acquisition shall not result respect to which, pursuant to Section 7.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in a deduction compliance with Section 8.4 as of amounts available to consummate Permitted Acquisitions hereunderthe last day of such Fiscal Quarter.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will notNo Obligor shall, and will not nor shall any Obligor permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge or amalgamate into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), exceptexcept that: (a) any Borrower or Subsidiary of a Borrower may liquidate or dissolve voluntarily into, and may merge or amalgamate with and into, the any Borrower or any other Subsidiary such Subsidiary; provided that, (provided that i) in any merger or amalgamation involving a Subsidiary Borrower, such Borrower is the surviving Person (or if two Borrowers are involved in such merger or amalgamation, one of such Borrowers is the surviving Person), (ii) a Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into another Guarantor or a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11)Borrower, and (iii) no Borrower or any Subsidiary may merge with or into Holdco Guarantor; (b) the assets or Capital Securities of any Subsidiary of a Borrower may be purchased or otherwise acquired by the any Borrower or any other Subsidiary (of a Borrower; provided that that, the assets or Capital Securities of any Subsidiary Guarantor that is a Subsidiary of a Borrower may only (i) be purchased or otherwise acquired by the any Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by of a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Borrower); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and; (bc) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the any Borrower or any of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by mergermerger or otherwise, in each case, if if: (i) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated and (ii) the amount paid or organized under the laws of the United States, the cash amount expended payable in connection with such transactiontransaction (together with all Permitted Acquisitions that have been consummated since the date of the last scheduled redetermination of the Borrowing Base) does not exceed 5% of the Borrowing Base in effect at the time such Permitted Acquisition is effected; provided that, when aggregated with for the cash amount expended under avoidance of doubt this clause (gc) shall not limit the acquisition by any Borrower or any Subsidiary of Oil and Gas Properties in the ordinary course of business which properties do not constitute all or substantially all of the assets of any one Person (or any division thereof); and (d) any purchase which constitutes a permitted Investment made in accordance with Section 7.2.5, shall not exceed $100,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunder.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, that in no event shall any Pledged Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) another Pledged Subsidiary unless after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be reasonably necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and; (b) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may consummate one or more Permitted Acquisitions; provided that (i) the aggregate purchase price (including the assumption of Indebtedness) for such Permitted Acquisition does not exceed $25,000,000 and the aggregate amount spent by the Borrower for all Permitted Acquisitions since the Closing Date does not exceed $50,000,000, and (ii) in the case of a Permitted Acquisition of Capital Securities Securities, such Permitted Acquisition shall result in the acquisition of any Person, all or substantially all of the assets of any Person a wholly owned U.S. Subsidiary (or any division or line of business thereof), or acquire such Person by merger, in each case, if such stock purchase or acquisition constitutes a Permitted Acquisitionpurchase of assets); provided that, if such Person is not incorporated or organized under and (c) the laws purchase of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall not exceed $100,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunderLeased Assets.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower Except in connection with a Disposition permitted by Section 7.2.8, the Company will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower Company or any other Subsidiary (provided provided, that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower Company or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower Company or any other Subsidiary (provided provided, that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the any Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the Agents, pursuant to such documentation and and, if requested, opinions as shall be necessary in the reasonably opinion of the Agents to create, perfect or maintain the collateral position of the Secured Parties therein; and; (b) so long as (i) no Event of Default has occurred and is continuing or would occur after giving effect theretothereto and any related transactions (in the case of a Limited Condition Acquisition, determined solely as of the LCA Test Date) and (ii) each Person so acquired (or the Person owning the assets so acquired) becomes a Subsidiary of the Company, the Borrower Company or any of its Subsidiaries may may, purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by mergermerger or otherwise, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided thatand (c) liquidation, if such Person is not incorporated or organized under the laws of the United Statesdissolutions, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall not exceed $100,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available consolidations and mergers entered into to consummate Permitted Acquisitions hereunderthe Potential Corporate Restructuring.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge or amalgamate into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge or amalgamate with and into, the Borrower or any other Subsidiary Subsidiary; (provided that that, in any merger involving the Borrower, the Borrower is the surviving Person and a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a another Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and ; (b) the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary (provided that that, the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; (c) Investments made in accordance with Section 7.2.5; and (bd) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by mergermerger or otherwise, in each case, if if: (i) no Default or Borrowing Base Deficiency has occurred and is continuing or would occur after giving effect thereto; (ii) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated and (iii) the amount paid or organized under the laws of the United States, the cash amount expended payable in connection with such transaction, when aggregated transaction (together with the cash amount expended under clause (gall previous Permitted Acquisitions) of Section 7.2.5, shall does not exceed $100,000,000 25,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunderFiscal Year.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and will not permit any of its Borrowing Base Subsidiaries to, liquidate or dissolve, consolidate with, or merge or amalgamate into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Borrowing Base Subsidiary may liquidate or dissolve voluntarily into, and may merge or amalgamate with and into, the Borrower or any other Subsidiary Borrowing Base Subsidiary; (provided that that, in any merger involving the Borrower, the Borrower is the surviving Person and a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a another Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and ; (b) the assets or Capital Securities of any Borrowing Base Subsidiary may be purchased or otherwise acquired by the Borrower or any other Borrowing Base Subsidiary (provided that that, the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, that in no event shall any Borrowing Base Subsidiary consolidate with or merge with and into any other Borrowing Base Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Administrative Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Administrative Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and its counsel, pursuant to such documentation and opinions as shall be reasonably necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; (c) Investments made in accordance with Section 7.2.5; and (bd) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Borrowing Base Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by mergermerger or otherwise, in each case, if if: (i) no Event of Default or Borrowing Base Deficiency has occurred and is continuing or would occur after giving effect thereto; and (ii) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall not exceed $100,000,000 in the aggregate during the term of this Agreement plus Available Retained Excess Cash Flow; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunder.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the Agents, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may purchase the Capital Securities of any PersonSecurities, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by merger, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under and the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall does not exceed $100,000,000 in per Fiscal Year plus the aggregate during amount of Net Disposition Proceeds the term of this Agreement plus Available Retained Excess Cash FlowBorrower is not required to repay pursuant to Section 3.1.1 and not otherwise reinvested hereunder (so long as such proceeds are actually used for such purpose) and the Excluded Equity Proceeds Amount (so long as such proceeds are actually used for such purpose); provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunder.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any other Subsidiary (provided that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the Borrower or any other Subsidiary (provided that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the Agents, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents to create, perfect or maintain the collateral position of the Secured Parties therein; and (b) so long as no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by merger, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall not exceed $100,000,000 100,000,000200,000,000 in the aggregate during the term of this Agreement plus the Available Retained Excess Cash FlowFlowAmount; provided further that any Capital Securities of the Borrower issued to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available to consummate Permitted Acquisitions hereunder.

Consolidation, Merger; Permitted Acquisitions, etc. The No Borrower will, nor will not, and will not it permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except: (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the a Borrower or any other Subsidiary (provided that that, a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the a Borrower or another Subsidiary Guarantor or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11Guarantor), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the a Borrower or any other Subsidiary (provided that that, the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Borrower or another Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Guarantor); provided, furtherfurther that, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation in form and substance reasonably satisfactory to the AgentsAdministrative Agent and their counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Agents Administrative Agent to create, perfect or maintain the collateral position of the Secured Parties therein; and; (b) so long as no Event the purchase of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Subsidiaries may purchase the Capital Securities of any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire the acquisition of such Person by merger, in each case, case if (i) such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under and (ii) the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall does not exceed $100,000,000 the amount set forth in the aggregate during such clause over the term of this Agreement plus Available Retained Excess Cash FlowAgreement; and (c) any Immaterial Subsidiary may be dissolved or otherwise wound-up; provided further that any Capital Securities all of the Borrower issued assets of such Immaterial Subsidiary are transferred to the seller in connection with any Permitted Acquisition shall not result in a deduction of amounts available one or more Subsidiaries prior to consummate Permitted Acquisitions hereundersuch dissolution or winding up.

Consolidation, Merger; Permitted Acquisitions, etc. The Borrower ACT will not, and will not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division or line of business thereof), except (a) any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the a Borrower or any other Subsidiary (provided provided, that a Subsidiary Guarantor may only (i) liquidate or dissolve into, or merge with and into, the a Borrower or another Subsidiary Guarantor and ACT must continue to be the surviving entity, remaining organized as a corporation under the laws of the Province of Québec, in any merger or (ii) liquidate or dissolve into, or merge with and into a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition of assets is otherwise permitted by Section 7.2.11other business combination in which it takes part), and the assets or Capital Securities of any Subsidiary may be purchased or otherwise acquired by the a Borrower or any other Subsidiary (provided provided, that the assets or Capital Securities of any Subsidiary Guarantor may only (i) be purchased or otherwise acquired by the Borrower or another Subsidiary Guarantor or (ii) be purchased or otherwise acquired by a Subsidiary that is not a Subsidiary Guarantor to the extent such disposition is otherwise permitted by Section 7.2.11Borrower or another Guarantor); provided, further, that in no event shall any Subsidiary consolidate with or merge with and into any other Subsidiary (other than a merger that is otherwise permitted by Section 7.2.11) unless after giving effect thereto, the Collateral Agent shall have (for the benefit of the Secured Parties) a perfected pledge of, and security interest in and to, at least the same percentage of the issued and outstanding interests of Capital Securities (on a fully diluted basis) and other assets of the surviving Person as the Collateral Agent had immediately prior to such merger or consolidation consolidation, subject to Permitted Liens, in form and substance reasonably satisfactory to the AgentsAdministrative Agents and their counsel, pursuant to such documentation and opinions as shall be necessary in the opinion of the Administrative Agents to create, perfect or maintain the same collateral position of the Secured Parties thereintherein as prior to such transaction; and (b) so long as (i) no Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower ACT or any of its Subsidiaries may consummate one or more Permitted Acquisitions; provided, that the aggregate purchase the Capital Securities of price for any Person, all or substantially all of the assets of any Person (or any division or line of business thereof), or acquire such Person by merger, in each case, if such purchase or acquisition constitutes a Permitted Acquisition; provided that, if such Person is not incorporated or organized under the laws of the United States, the cash amount expended in connection with such transaction, when aggregated with the cash amount expended under clause (g) of Section 7.2.5, shall Acquisition does not exceed $100,000,000 50,000,000, and (ii) in the aggregate during the term case of this Agreement plus Available Retained Excess Cash Flow; provided further that any a Permitted Acquisition of Capital Securities of the Borrower issued to the seller in connection with any Securities, such Permitted Acquisition shall not result in the acquisition of a deduction of amounts available to consummate Permitted Acquisitions hereundermajority-owned Canadian or U.S. Subsidiary.