Common use of Mergers and Dissolutions Clause in Contracts

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom: (i) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with any Loan Party; provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) a Restricted Subsidiary of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Parties, provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Restricted Subsidiary of the Parent Borrower that is a Loan Party is a party to the merger or consolidation, the Restricted Subsidiary that is a Loan Party will be the surviving entity, and such transaction shall be an Investment permitted under Section 7.7, and (C) the transaction shall be a Permitted Acquisition or a Disposition permitted under Section 7.5 (other than under Section 7.5(f)); (b) Loan Parties (other than the Parent Borrower) may (i) be dissolved or liquidated into another Loan Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan Parties; and (c) Restricted Subsidiaries that are not Loan Parties may be dissolved, liquidated or otherwise have their existence terminated.

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom, except that: (i) a Domestic Subsidiary of the Parent Borrower and its Restricted Subsidiaries may merge be a party to a transaction of merger or consolidate consolidation with any Loan Partythe Parent Borrower or another Domestic Subsidiary of the Parent Borrower; provided that if the Parent Borrower is a party to such transaction, the Parent Borrower shall be the surviving Person; provided, further that if the Parent Borrower is not a party to such transaction but a Domestic Guarantor is, such Domestic Guarantor shall be the surviving Person or the surviving Person shall become a Domestic Guarantor immediately upon the consummation of such transaction; (ii) a Foreign Subsidiary may be party to a transaction of merger or consolidation with the Parent Borrower or a Subsidiary of the Parent Borrower other than a Domestic Guarantor (unless such Domestic Guarantor is the surviving party); provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) a Restricted Subsidiary of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Parties, provided that (A) if the Parent Borrower is a party to the merger or consolidationthereto, it shall be the surviving entity, (B) if preceding clause (A) does not apply and if a Restricted Subsidiary of the Parent Foreign Borrower that is a Loan Party is a party to the merger or consolidationthereto, the Restricted Subsidiary that is a Loan Party will it shall be the surviving entity, (C) if neither preceding clause (A) nor preceding clause (B) applies and such transaction if a Foreign Guarantor is a party thereto, it shall be the surviving Person or the surviving Person shall become a Foreign Guarantor immediately following the consummation of such transaction, and (D) if a Domestic Subsidiary is not a party thereto, the surviving entity shall be a Foreign Subsidiary and the Parent Borrower and its Subsidiaries shall be in compliance with the requirements of Section 7.13; (iii) a Subsidiary may enter into a transaction of merger or consolidation in connection with a Subject Disposition effected pursuant to Section 8.05, so long as no more assets are Disposed of as a result of or in connection with any transaction undertaken pursuant to this clause (iii) than would otherwise have been allowed pursuant to Section 8.05; and (iv) the Parent Borrower or any Subsidiary may merge with any other Person in connection with an Investment permitted under pursuant to Section 7.7, and (C) 8.02 so long as the transaction continuing or surviving Person shall be a Permitted Acquisition Subsidiary, which shall be (x) a Domestic Guarantor if the merging Subsidiary was a Domestic Guarantor and (y) a Foreign Guarantor if the merging Subsidiary was a Foreign Guarantor and, in each case, which together with each of its Subsidiaries shall have complied with the requirements of Section 7.12; provided that following any such merger or a Disposition permitted under Section 7.5 (other than under Section 7.5(f));consolidation involving the Parent Borrower, the Parent Borrower is the surviving Person. (b) Loan Parties (Except pursuant to a transaction permitted by Section 8.04(a)(i), the Parent Borrower will not dissolve, liquidate or wind up its affairs. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Parent Borrower reorganize, redomesticate or reincorporate in any jurisdiction other than a state of the Parent Borrower) may (i) be dissolved United States of America or liquidated into another Loan Party or (ii) otherwise have their existence terminated to the extent that the assets District of such Loan Party are distributed, upon such termination, to one or more Loan Parties; and (c) Restricted Subsidiaries that are not Loan Parties may be dissolved, liquidated or otherwise have their existence terminatedColumbia.

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom, except that: (i) a Domestic Subsidiary of the Parent Borrower and its Restricted Subsidiaries may merge be a party to a transaction of merger or consolidate consolidation with any Loan Partythe Parent Borrower or another Domestic Subsidiary of the Parent Borrower; provided that if the Parent Borrower is a party to such transaction, the Parent Borrower shall be the surviving Person; provided, further that if the Parent Borrower is not a party to such transaction but a Domestic Guarantor is, such Domestic Guarantor shall be the surviving Person or the surviving Person shall become a Domestic Guarantor immediately upon the consummation of such transaction; (ii) a Foreign Subsidiary may be party to a transaction of merger or consolidation with the Parent Borrower or a Subsidiary of the Parent Borrower other than a Domestic Guarantor (unless such Domestic Guarantor is the surviving party); provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) a Restricted Subsidiary of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Parties, provided that (A) if the Parent Borrower is a party to the merger or consolidationthereto, it shall be the surviving entity, (B) if preceding clause (A) does not apply and if a Restricted Subsidiary of the Parent Foreign Borrower that is a Loan Party is a party to the merger or consolidationthereto, the Restricted Subsidiary that is a Loan Party will it shall be the surviving entity, (C) if neither preceding clause (A) nor preceding clause (B) applies and such transaction if a Foreign Guarantor is a party thereto, it shall be the surviving Person or the surviving Person shall become a Foreign Guarantor immediately following the consummation of such transaction, and (D) if a Domestic Subsidiary is not a party thereto, the surviving entity shall be a Foreign Subsidiary and the Parent Borrower and its Subsidiaries shall be in compliance with the requirements of Section 7.13; (iii) a Subsidiary may enter into a transaction of merger or consolidation in connection with a Subject Disposition effected pursuant to Section 8.05, so long as no more assets are Disposed of as a result of or in connection with any transaction undertaken pursuant to this clause (iii) than would otherwise have been allowed pursuant to Section 8.05; and (iv) the Parent Borrower or any Subsidiary may merge with any other Person in connection with an Investment permitted under pursuant to Section 7.7, and (C) 8.02 so long as the transaction continuing or surviving Person shall be a Permitted Acquisition Subsidiary, which shall be (x) a Domestic Guarantor if the merging Subsidiary was a Domestic Guarantor and (y) a Foreign Guarantor if the merging Subsidiary was a Foreign Guarantor and, in each case, which together with each of its Subsidiaries shall have complied with the requirements of Section 7.12; provided that following any such merger or a Disposition permitted under Section 7.5 (other than under Section 7.5(f));consolidation involving the Parent Borrower, the Parent Borrower is the surviving Person. (b) Loan Parties (other than Except pursuant to a transaction permitted by Section 8.04(a)(i), the Parent Borrower) may (i) be dissolved Borrower will not dissolve, liquidate or liquidated into another Loan Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan Parties; and (c) Restricted Subsidiaries that are not Loan Parties may be dissolved, liquidated or otherwise have their existence terminatedwind up its affairs.

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom, except that: (i) a Domestic Subsidiary of the Parent Borrower and its Restricted Subsidiaries may merge be a party to a transaction of merger or consolidate consolidation with any Loan Partythe Borrower or another Domestic Subsidiary of the Borrower; provided that if the Borrower is a party to such transaction, the Borrower shall be the surviving Person; provided, further that if the Borrower is not a party to such transaction but a Guarantor is, such Guarantor shall be the surviving Person or the surviving Person shall become a Guarantor immediately upon the consummation of such transaction; (ii) a Foreign Subsidiary may be party to a transaction of merger or consolidation with the Borrower or a Subsidiary of the Borrower; provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) a Restricted Subsidiary of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Parties, provided that (A) if the Parent Borrower is a party to the merger or consolidationthereto, it shall be the surviving entity, (B) if a Restricted Subsidiary of the Parent Borrower that is a Loan Party Guarantor is a party to the merger or consolidationthereto, the Restricted Subsidiary that is a Loan Party will it shall be the surviving entity, and Person or the surviving Person shall become a Guarantor immediately following the consummation of such transaction shall be an Investment permitted under Section 7.7transaction, and (C) if a Foreign Subsidiary is a party thereto and a Domestic Subsidiary is not a party thereto, the transaction surviving entity shall be a Permitted Acquisition Foreign Subsidiary and the Borrower and its Subsidiaries shall be in compliance with the requirements of Section 7.13; (iii) a Subsidiary may enter into a transaction of merger or consolidation in connection with a Subject Disposition effected pursuant to Section 8.05, so long as no more assets are Disposed of as a result of or in connection with any transaction undertaken pursuant to this clause (iii) than would otherwise have been allowed pursuant to Section 8.05; (iv) mergers and consolidations contemplated by Section 8.12 shall be permitted; and (v) the Borrower or any Subsidiary may merge with any other Person in connection with an Investment permitted under pursuant to Section 7.5 8.02 so long as the continuing or surviving Person shall be a Subsidiary, which shall be a Guarantor if the merging Subsidiary was a Guarantor and which together with each of its Subsidiaries shall have complied with the requirements of Section 7.12; provided that following any such merger or consolidation involving the Borrower, the Borrower is the surviving Person; and (vi) the Borrower may enter into the Live Nation Merger; provided that, if Live Nation Merger Sub is the surviving entity of such merger, Live Nation Merger Sub shall (A) on the date of the Live Nation Merger, (i) expressly assume all Obligations of the Borrower hereunder and each other than under Section 7.5(fCredit Document and (ii) provide an appropriately completed UCC-1 financing statement in favor of the Collateral Agent, naming Live Nation Merger Sub as debtor to the Collateral Agent for filing in the jurisdiction of organization of Live Nation Merger Sub and (iii) deliver to the Administrative Agent and Collateral Agent a customary legal opinion relating to the Borrower and the Credit Documents in form reasonably satisfactory to the Administrative Agent and Collateral Agent and (B) within ten Business Days of the Live Nation Merger (or such longer period, not to exceed thirty days, as to which the Collateral Agent may consent));, take all additional actions reasonably requested by the Collateral Agent in order to maintain the perfection and priority of the security interest of the Collateral Agent in the Borrower’s Collateral to the extent required by the Collateral Documents. (b) Loan Parties (other than the Parent BorrowerExcept in connection with a transaction permitted by Section 8.04(a)(i) may (i) be dissolved or liquidated into another Loan Party or (ii) otherwise have their existence terminated to vi), the extent that the assets of such Loan Party are distributedBorrower will not dissolve, upon such termination, to one liquidate or more Loan Parties; and (c) Restricted Subsidiaries that are not Loan Parties may be dissolved, liquidated or otherwise have their existence terminatedwind up its affairs.

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that such mergers and consolidations shall be permitted to effect the Sealy Acquisition and the Reorganization and provided further that so long as no Default or Event of Default then exists or would result therefrom: (i) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with any Loan Credit Party; provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Credit Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) a Restricted Subsidiary of the Parent Borrower that is not a Loan Credit Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Credit Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Credit Parties, provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Restricted Subsidiary of the Parent Borrower that is a Loan Credit Party is a party to the merger or consolidation, the Restricted Subsidiary that is a Loan Credit Party will be the surviving entity, and such transaction shall be an Investment permitted under Section 7.78.02, and (C) the transaction shall be a Permitted Acquisition or a Disposition permitted under Section 7.5 (other than under Section 7.5(f))Permitted Disposition; (b) Loan Credit Parties (other than the Parent BorrowerParent) may (i) be dissolved or liquidated into another Loan Credit Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Credit Party are distributed, upon such termination, to one or more Loan Credit Parties; and. (c) Restricted Subsidiaries that are not Loan Credit Parties may be dissolved, liquidated or otherwise have their existence terminated.

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom, except that: (i) a Domestic Subsidiary of the Parent Borrower and its Restricted Subsidiaries may merge be a party to a transaction of merger or consolidate consolidation with any Loan Partythe Borrower or another Domestic Subsidiary of the Borrower; provided that if the Borrower is a party to such transaction, the Borrower shall be the surviving Person; provided, further that if the Borrower is not a party to such transaction but a Subsidiary Guarantor is, such Subsidiary Guarantor shall be the surviving Person or the surviving Person shall become a Subsidiary Guarantor immediately upon the consummation of such transaction; (ii) a Foreign Subsidiary may be party to a transaction of merger or consolidation with the Borrower or a Subsidiary of the Borrower; provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) a Restricted Subsidiary of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Parties, provided that (A) if the Parent Borrower is a party to the merger or consolidationthereto, it shall be the surviving entity, (B) if a Restricted Domestic Subsidiary of the Parent Borrower that is a Loan Party (other than an Immaterial Subsidiary) is a party to the merger or consolidationthereto, the Restricted Subsidiary that is a Loan Party will it shall be the surviving entity, Person and such transaction the Borrower and its Subsidiaries shall be an Investment permitted under in compliance with Section 7.77.12, and (C) if a Foreign Subsidiary is a party thereto and a Domestic Subsidiary (other than an Immaterial Subsidiary) is not a party thereto, the transaction surviving entity shall be a Permitted Acquisition Foreign Subsidiary or an Immaterial Subsidiary and the Borrower and its Subsidiaries shall be in compliance with the requirements of Section 7.13; (iii) a Subsidiary may enter into a transaction of merger or consolidation in connection with a Subject Disposition effected pursuant to Section 8.05, so long as no more assets are Disposed of as a result of or in connection with any transaction undertaken pursuant to this clause (iii) than would otherwise have been allowed pursuant to Section 8.05; (iv) mergers and consolidations made in connection with the Restructuring Transaction shall be permitted; and (v) the Borrower or any Subsidiary may merge with any other Person in connection with an Investment permitted under pursuant to Section 7.5 (other than under 8.02 so long as, in the case of a merger not involving the Borrower, the continuing or surviving Person shall be a Subsidiary, which shall be a Guarantor if the merging Subsidiary was a Guarantor and which together with each of its Subsidiaries shall have complied with the requirements of Section 7.5(f));7.12; provided that following any such merger or consolidation involving the Borrower, the Borrower is the surviving Person. (b) Loan Parties (other than Dissolve, liquidate or wind up its affairs except for the Parent Borrower) may dissolution, liquidation or winding up of affairs (i) be dissolved or liquidated into another Loan Party or of a Subsidiary that is not a Credit Party, (ii) otherwise have their existence terminated to the extent of any Subsidiary that is a Credit Party, so long as in connection therewith the assets of such Loan Party Subsidiary are distributedtransferred to another Credit Party, upon such termination(iii) in connection with a transaction permitted by Section 8.04(a)(i), to one (iv) of any Subsidiary in connection with the Restructuring Transaction or (v) of XYZ, Inc. so long as XYZ, Inc. does not have more Loan Parties; and (c) Restricted Subsidiaries that are not Loan Parties may be dissolved, liquidated or otherwise have their existence terminated.than $1,000,000 in assets at the time of its dissolution;

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom: (i) EWI and other members of the Parent Borrower and its Restricted Consolidated Group that are Domestic Subsidiaries may merge or consolidate with any Loan Party; provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) a Restricted Subsidiary members of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan PartiesConsolidated Group, provided that (A) if the Parent Borrower EWI is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Restricted Domestic Subsidiary of the Parent Borrower that is a Loan Party Borrower hereunder shall be a party to the merger or consolidation, then it shall be the surviving entity (unless EWI or another Domestic Subsidiary that is a Borrower is also a party to the merger or consolidation, in which case EWI or the other Domestic Subsidiary that is a Borrower shall be the surviving entity), and (C) if the transaction of merger or consolidation involves both a Domestic Subsidiary and a Foreign Subsidiary, then the Domestic Subsidiary shall be the surviving entity; (ii) members of the Consolidated Group that are Foreign Subsidiaries may merge or consolidate with other members of the Consolidated Group, provided that (A) if EWI is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Foreign Subsidiary that is a Borrower hereunder is a party to a merger or consolidation, then it shall be the surviving entity (unless EWI or a Domestic Subsidiary that is a Borrower are a party to the merger or consolidation, in which case EWI or the Domestic Subsidiary that is a Borrower shall be the surviving entity), (C) if the transaction of merger or consolidation involves both a Domestic Subsidiary and a Foreign Subsidiary, then the Domestic Subsidiary shall be the surviving entity, and (D) if the transaction of merger or consolidation involves two or more Foreign Subsidiaries and one or more of the Foreign Subsidiaries are organized under the laws of an Approved Jurisdiction, then the surviving entity shall be a Foreign Subsidiary that is organized under the laws of an Approved Jurisdiction; and (iii) members of the Consolidated Group may merge or consolidate with Persons that are not members of the Consolidated Group, provided that (A) if EWI is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Subsidiary of EWI that is a Borrower, Domestic or Foreign, is a party to the merger or consolidation, the Restricted Subsidiary that is a Loan Party Borrower will be the surviving entity, and such transaction shall be an Investment permitted under Section 7.7, and (C) the transaction shall be a Permitted Acquisition or a Disposition permitted under Section 7.5 (other than under Section 7.5(f));Permitted Disposition. (b) Loan Parties (other than the Parent Borrower) may (i) be dissolved or liquidated into another Loan Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan Parties; and (c) Restricted Except for EWI and Subsidiaries that are not Loan Parties Borrowers hereunder, members of the Consolidated Group may be dissolved, liquidated or otherwise have their existence terminated.

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom:: CHAR1\1346423v112 (i) EWI and other members of the Parent Borrower and its Restricted Consolidated Group that are Domestic Subsidiaries may merge or consolidate with any Loan Party; provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) a Restricted Subsidiary members of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan PartiesConsolidated Group, provided that (A) if the Parent Borrower EWI is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Restricted Domestic Subsidiary of the Parent Borrower that is a Loan Party Borrower hereunder shall be a party to the merger or consolidation, then it shall be the surviving entity (unless EWI or another Domestic Subsidiary that is a Borrower is also a party to the merger or consolidation, in which case EWI or the other Domestic Subsidiary that is a Borrower shall be the surviving entity), and (C) if the transaction of merger or consolidation involves both a Domestic Subsidiary and a Foreign Subsidiary, then the Domestic Subsidiary shall be the surviving entity; (ii) members of the Consolidated Group that are Foreign Subsidiaries may merge or consolidate with other members of the Consolidated Group, provided that (A) if EWI is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Foreign Subsidiary that is a Borrower hereunder is a party to a merger or consolidation, then it shall be the surviving entity (unless EWI or a Domestic Subsidiary that is a Borrower are a party to the merger or consolidation, in which case EWI or the Domestic Subsidiary that is a Borrower shall be the surviving entity), (C) if the transaction of merger or consolidation involves both a Domestic Subsidiary and a Foreign Subsidiary, then the Domestic Subsidiary shall be the surviving entity, and (D) if the transaction of merger or consolidation involves two or more Foreign Subsidiaries and one or more of the Foreign Subsidiaries are organized under the laws of an Approved Jurisdiction, then the surviving entity shall be a Foreign Subsidiary that is organized under the laws of an Approved Jurisdiction; and (iii) members of the Consolidated Group may merge or consolidate with Persons that are not members of the Consolidated Group, provided that (A) if EWI is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Subsidiary of EWI that is a Borrower, Domestic or Foreign, is a party to the merger or consolidation, the Restricted Subsidiary that is a Loan Party Borrower will be the surviving entity, and such transaction shall be an Investment permitted under Section 7.7, and (C) the transaction shall be a Permitted Acquisition or a Disposition permitted under Section 7.5 (other than under Section 7.5(f));Permitted Disposition. (b) Loan Parties (other than the Parent Borrower) may (i) be dissolved or liquidated into another Loan Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan Parties; and (c) Restricted Except for EWI and Subsidiaries that are not Loan Parties Borrowers hereunder, members of the Consolidated Group may be dissolved, liquidated or otherwise have their existence terminated.

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom, except that: (i) a Domestic Subsidiary of the Parent Borrower and its Restricted Subsidiaries may merge be a party to a transaction of merger or consolidate consolidation with any Loan Partythe Borrower or another Domestic Subsidiary of the Borrower; provided that if the Borrower is a party to such transaction, the Borrower shall be the surviving Person; provided, further that if the Borrower is not a party to such transaction but a Subsidiary Guarantor is, such Subsidiary Guarantor shall be the surviving Person or the surviving Person shall become a Subsidiary Guarantor immediately upon the consummation of such transaction; (ii) a Foreign Subsidiary may be party to a transaction of merger or consolidation with the Borrower or a Subsidiary of the Borrower; provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) a Restricted Subsidiary of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Parties, provided that (A) if the Parent Borrower is a party to the merger or consolidationthereto, it shall be the surviving entity, (B) if a Restricted Subsidiary of the Parent Borrower that is a Loan Party Guarantor is a party to the merger or consolidationthereto, the Restricted Subsidiary that is a Loan Party will it shall be the surviving entity, and Person or the surviving Person shall become a Subsidiary Guarantor immediately following the consummation of such transaction shall be an Investment permitted under Section 7.7, and (C) if a Foreign Subsidiary is a party thereto and a Domestic Subsidiary is not a party thereto, the transaction surviving entity shall be a Permitted Acquisition Foreign Subsidiary and the Borrower and its Subsidiaries shall be in compliance with the requirements of Section 7.13; (iii) a Subsidiary may enter into a transaction of merger or consolidation in connection with a Subject Disposition effected pursuant to Section 8.05, so long as no more assets are Disposed of as a result of or in connection with any transaction undertaken pursuant to this clause (iii) than would otherwise have been allowed pursuant to Section 8.05; (iv) mergers and consolidations contemplated by Section 8.12 shall be permitted; and (v) the Borrower or any Subsidiary may merge with any other Person in connection with an Investment permitted under pursuant to Section 7.5 (other than under 8.02 so long as the continuing or surviving Person shall be a Subsidiary, which shall be a Guarantor if the merging Subsidiary was a Guarantor and which together with each of its Subsidiaries shall have complied with the requirements of Section 7.5(f));7.12; provided that following any such merger or consolidation involving the Borrower, the Borrower is the surviving Person. (b) Loan Parties (other than Except in connection with a transaction permitted by Section 8.04(a)(i), the Parent Borrower) may (i) be dissolved Borrower will not dissolve, liquidate or liquidated into another Loan Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan Parties; and (c) Restricted Subsidiaries that are not Loan Parties may be dissolved, liquidated or otherwise have their existence terminatedwind up its affairs.

Mergers and Dissolutions. Merge, dissolve, liquidate, consolidate with or into another Person, except that: (a) Enter into a Credit Party other than the Borrower may be party to a transaction of merger or consolidation; consolidation with another Credit Party other than the Borrower, provided that so long as no Default or Event of Default then exists or would result therefrom:if the Borrower is a party to such transaction, it shall be the surviving entity; (ib) a Foreign Subsidiary may be party to a transaction of merger or consolidation with a Subsidiary of the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with any Loan Party; Borrower, provided that (A) if the Parent Borrower a Domestic Subsidiary is a party to the merger or consolidationthereto, it shall be the surviving entity and if such Domestic Subsidiary is not already a Credit Party, it shall execute and deliver such joinder and pledge agreements as may be necessary for compliance with the provisions of Sections 7.13 and 7.14, and (B) if the Parent Borrower a Foreign Subsidiary is a party thereto and a Domestic Subsidiary is not a party to thereto, the merger or consolidation, then surviving entity shall be a Foreign Subsidiary and the other Loan Party thereto Borrower and its Subsidiaries shall be in compliance with the requirements of Sections 7.13 and 7.14; (and if an Additional c) a Domestic Subsidiary of the Borrower is may be a party to such a transaction of merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) consolidation with a Restricted Subsidiary Person other than a member of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan PartiesConsolidated Group, provided that (A) if the Parent Borrower is a party to the merger or consolidation, it surviving entity shall be a Domestic Subsidiary of the surviving entityBorrower and shall execute and deliver such joinder and pledge agreements as may be necessary for compliance with the provisions of Sections 7.13 and 7.14, (B) if a Restricted Subsidiary no Default or Event of the Parent Borrower that is a Loan Party is a party to the merger or consolidation, the Restricted Subsidiary that is a Loan Party will be the surviving entity, and such transaction Default shall be an Investment permitted under Section 7.7exist immediately after giving effect thereto, and (C) the transaction shall be otherwise constitute a Permitted Acquisition Acquisition; (d) a Subsidiary of the Borrower may enter into a transaction of merger or a consolidation in connection with an Asset Disposition permitted under Section 7.5 (other than under Section 7.5(f));8.05. (be) Loan Parties (other than a Wholly Owned Subsidiary of the Parent Borrower) Borrower may (i) dissolve, liquidate or wind up its affairs if no Material Adverse Effect would reasonably be dissolved or liquidated into another Loan Party or (ii) otherwise have their existence terminated expected to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan Parties; and (c) Restricted Subsidiaries that are not Loan Parties may be dissolved, liquidated or otherwise have their existence terminatedresult on account thereof.

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom: (i) the Parent Borrower and its Restricted other members of the Consolidated Group that are Domestic Subsidiaries may merge or consolidate with any Loan Party; provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) a Restricted Subsidiary members of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan PartiesConsolidated Group, provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Restricted Domestic Subsidiary that is a Borrower hereunder shall be a party to the merger or consolidation, then it shall be the surviving entity (unless the Parent or another Domestic Subsidiary that is a Borrower is also a party to the merger or consolidation, in which case the Parent or the other Domestic Subsidiary that is a Borrower shall be the surviving entity), and (C) if the transaction of merger or consolidation involves both a Domestic Subsidiary and a Foreign Subsidiary, then the Domestic Subsidiary shall be the surviving entity; (ii) members of the Consolidated Group that are Foreign Subsidiaries may merge or consolidate with other members of the Consolidated Group, provided that (A) if the Parent is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Foreign Subsidiary that is a Borrower hereunder is a party to a merger or consolidation, then it shall be the surviving entity (unless the Parent or a Domestic Subsidiary that is a Borrower are a party to the merger or consolidation, in which case the Parent or the Domestic Subsidiary that is a Borrower shall be the surviving entity), (C) if the transaction of merger or consolidation involves both a Domestic Subsidiary and a Foreign Subsidiary, then the Domestic Subsidiary shall be the surviving entity, and (D) if the transaction of merger or consolidation involves two or more Foreign Subsidiaries and one or more of the Foreign Subsidiaries are organized under the laws of an Approved Jurisdiction, then the surviving entity shall be a Foreign Subsidiary that is organized under the laws of an Approved Jurisdiction; and (iii) members of the Consolidated Group may merge or consolidate with Persons that are not members of the Consolidated Group, provided that (A) if the Parent is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Subsidiary of the Parent Borrower that is a Loan Party Domestic Borrower or a Foreign Borrower is a party to the merger or consolidation, the Restricted Subsidiary that is a Loan Party Borrower will be the surviving entity, and such transaction shall be an Investment permitted under Section 7.7, and (C) the transaction shall be a Permitted Acquisition or a Disposition permitted under Section 7.5 (other than under Section 7.5(f));Permitted Disposition. (b) Loan Parties (other than Except for the Parent Borrower) may (i) be dissolved or liquidated into another Loan Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan Parties; and (c) Restricted and Subsidiaries that are not Loan Parties Borrowers under the Credit Agreement, members of the Consolidated Group may be dissolved, liquidated or otherwise have their existence terminated. 2.16 Clause (ii) of paragraph (d) of Section 8.06 is amended to read as follows:

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom, except that: (i) a Domestic Subsidiary of the Parent Borrower and its Restricted Subsidiaries may merge be a party to a merger or consolidate consolidation with any Loan Partythe Borrower or another Domestic Subsidiary of the Borrower; provided that if the Borrower is one of the entities merging or consolidating (as opposed to a parent or related company to such a direct merger or consolidation party), the Borrower shall be the surviving Person; provided, further that if the Borrower is not a party to such merger or consolidation but a Guarantor is, such Guarantor shall be the surviving Person or the surviving Person shall become a Guarantor promptly upon following the consummation of such transaction in accordance with Section 7.12; (ii) a Foreign Subsidiary may be party to a merger or consolidation with the Borrower or a Subsidiary of the Borrower; provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) a Restricted Subsidiary of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Parties, provided that (A) if the Parent Borrower is a party to the merger or consolidationthereto, it shall be the surviving entity, (B) if a Restricted Domestic Subsidiary of the Parent Borrower that is a Loan Party (other than an Immaterial Subsidiary) is a party thereto (as opposed to the a parent or related company to such a direct merger or consolidationconsolidation party), the Restricted Subsidiary that is a Loan Party will it shall be the surviving entity, Person and such transaction the Borrower and its Subsidiaries shall be an Investment permitted under in compliance with Section 7.77.12, and (C) if a Foreign Subsidiary is a party thereto and a Domestic Subsidiary (other than an Immaterial Subsidiary) is not a party thereto, the transaction surviving entity shall be a Permitted Acquisition Foreign Subsidiary or an Immaterial Subsidiary and the Borrower and its Subsidiaries shall be in compliance with the requirements of Section 7.13; (iii) a Subsidiary may enter into a merger or consolidation in connection with a Subject Disposition effected pursuant to Section 8.05, so long as no more assets are Disposed of as a result of or in connection with any transaction undertaken pursuant to this clause (iii) than would otherwise have been allowed pursuant to Section 8.05; (iv) [Reserved]; and (v) the Borrower or any Subsidiary may merge with any other Person in connection with an Investment permitted under pursuant to Section 7.5 (other than under 8.02 so long as, in the case of a merger not involving the Borrower, the continuing or surviving Person shall be a Subsidiary, which shall be a Guarantor if the merging Subsidiary was a Guarantor and which together with each of its Subsidiaries shall have complied with the requirements of Section 7.5(f));7.12; provided, that following any such merger or consolidation involving the Borrower, the Borrower is the surviving Person. (b) Loan Parties (other than Dissolve, liquidate or wind up its affairs except for the Parent Borrower) may dissolution, liquidation or winding up of affairs (i) be dissolved or liquidated into another Loan Party or of a Subsidiary that is not a Credit Party, (ii) otherwise have their existence terminated to the extent of any Subsidiary that is a Credit Party, so long as in connection therewith the assets of such Loan Party Subsidiary are distributedtransferred to another Credit Party, upon such termination, to one or more Loan Parties; and (ciii) Restricted Subsidiaries that are not Loan Parties may be dissolved, liquidated or otherwise have their existence terminatedin connection with a transaction permitted by Section 8.04(a)(i).

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom, except that: (i) a Domestic Subsidiary of the Parent Borrower and its Restricted Subsidiaries may merge be a party to a transaction of merger or consolidate consolidation with any Loan Partythe Borrower or another Domestic Subsidiary of the Borrower; provided that if the Borrower is a party to such transaction, the Borrower shall be the surviving Person; provided, further that if the Borrower is not a party to such transaction but a Guarantor is, such Guarantor shall be the surviving Person or the surviving Person shall become a Guarantor immediately upon the consummation of such transaction; (ii) a Foreign Subsidiary may be party to a transaction of merger or consolidation with the Borrower or a Subsidiary of the Borrower; provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) a Restricted Subsidiary of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Parties, provided that (A) if the Parent Borrower is a party to the merger or consolidationthereto, it shall be the surviving entity, (B) if a Restricted Domestic Subsidiary of the Parent Borrower that is a Loan Party (other than an Immaterial Subsidiary) is a party to the merger or consolidationthereto, the Restricted Subsidiary that is a Loan Party will it shall be the surviving entity, Person and such transaction the Borrower and its Subsidiaries shall be an Investment permitted under in compliance with Section 7.77.12, and (C) if a Foreign Subsidiary is a party thereto and a Domestic Subsidiary (other than an Immaterial Subsidiary) is not a party thereto, the transaction surviving entity shall be a Permitted Acquisition Foreign Subsidiary or an Immaterial Subsidiary and the Borrower and its Subsidiaries shall be in compliance with the requirements of Section 7.13; (iii) a Subsidiary may enter into a transaction of merger or consolidation in connection with a Subject Disposition effected pursuant to Section 8.05, so long as no more assets are Disposed of as a result of or in connection with any transaction undertaken pursuant to this clause (iii) than would otherwise have been allowed pursuant to Section 8.05; (iv) [Reserved]; and (v) the Borrower or any Subsidiary may merge with any other Person in connection with an Investment permitted under pursuant to Section 7.5 (other than under 8.02 so long as, in the case of a merger not involving the Borrower, the continuing or surviving Person shall be a Subsidiary, which shall be a Guarantor if the merging Subsidiary was a Guarantor and which together with each of its Subsidiaries shall have complied with the requirements of Section 7.5(f));7.12; provided, that following any such merger or consolidation involving the Borrower, the Borrower is the surviving Person. (b) Loan Parties (other than Dissolve, liquidate or wind up its affairs except for the Parent Borrower) may dissolution, liquidation or winding up of affairs (i) be dissolved or liquidated into another Loan Party or of a Subsidiary that is not a Credit Party, (ii) otherwise have their existence terminated to the extent of any Subsidiary that is a Credit Party, so long as in connection therewith the assets of such Loan Party Subsidiary are distributedtransferred to another Credit Party, upon such termination, to one or more Loan Parties; and (ciii) Restricted Subsidiaries that are not Loan Parties may be dissolved, liquidated or otherwise have their existence terminatedin connection with a transaction permitted by Section 8.04(a)(i).

Mergers and Dissolutions. Merge, dissolve, liquidate, consolidate with or into another Person, except that: (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom: , (ia) the Parent Borrower and its Restricted Subsidiaries any Subsidiary may merge or consolidate with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, (ii) any Loan Guarantor; provided that if such Guarantor is a Domestic Credit Party, a Domestic Credit Party shall be the continuing or surviving Person or (iii) another Subsidiary; provided that (A) if the Parent Borrower such Subsidiary is a party to the merger or consolidationWholly-Owed Subsidiary, it a Wholly-Owned Subsidiary shall be the continuing or surviving entity Person and (B) if such Subsidiary is a Domestic Subsidiary, a Domestic Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary may consummate a merger, dissolution, liquidation, consolidation or winding up, the purpose of which is to effect a disposition otherwise permitted by Section 8.05; (c) any Person may be merged or consolidated with or into the Borrower or any Subsidiary if the acquisition of the Capital Stock (or the assets) of such Person by the Borrower or such Guarantor is permitted by Section 8.02; provided that (i) in the case of the Borrower, the Borrower shall be the continuing or surviving Person and (ii) if a Guarantor is not the surviving or continuing Person, the surviving Person becomes a Guarantor and complies with the provisions of Section 7.12(a); (d) any Subsidiary of the Borrower may (i) dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to have a Material Adverse Effect or (ii) be converted into, or reorganized or reconstituted as, a corporation, limited partnership or limited liability company; provided that at the time of such conversion, reorganization or reconstitution, (A) all actions required to maintain the perfection and priority of the Liens of the Credit Documents shall have been taken to the reasonable satisfaction of Administrative Agent, and (B) if the Parent Borrower is not a party to the merger entity being converted, reorganized or consolidationreconstituted, then the other Loan Party thereto (and if an Additional Borrower as applicable, is a party to Guarantor, the entity formed and/or surviving as a result of any such merger or consolidation, such Additional Borrower) conversion shall be the surviving entity; (ii) a Restricted Subsidiary of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan PartyGuarantor; and (iiie) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Parties, provided that (A) if consummate the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Restricted Subsidiary of the Parent Borrower that is a Loan Party is a party to the merger or consolidation, the Restricted Subsidiary that is a Loan Party will be the surviving entity, and such transaction shall be an Investment permitted under Section 7.7, and (C) the transaction shall be a Permitted Acquisition or a Disposition permitted under Section 7.5 (other than under Section 7.5(f)); (b) Loan Parties (other than the Parent Borrower) may (i) be dissolved or liquidated into another Loan Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan Parties; and (c) Restricted Subsidiaries that are not Loan Parties may be dissolved, liquidated or otherwise have their existence terminatedTriumph Acquisition.

Mergers and Dissolutions. (a) Enter into Except as provided in this Section 9.11 and subject to Sections 8.10 and 9.8, a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom: Restricted Company may not (i) acquire all or any substantial portion of the Parent Borrower and its Restricted Subsidiaries may capital stock (or other equity or voting interests) of any other Person, (ii) acquire all or any substantial portion of the assets of any other Person, (iii) merge or consolidate with any Loan Party; provided other Person, or (iv) liquidate, wind up or dissolve (or suffer any liquidation or dissolution). Any Restricted Subsidiary may (i) acquire all or any substantial portion of the capital stock (or other equity or voting interests) issued by any other Restricted Subsidiary, (ii) acquire all or any substantial portion of the assets of any other Restricted Subsidiary, and (iii) merge or consolidate with any other Restricted Subsidiary (and, in the case of such merger or consolidation or, in the case of the conveyance or distribution of such assets, the non-surviving or selling entity, as the case may be, may be liquidated, wound up or dissolved), provided, that (A1) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall then Borrower must be the surviving entity; , (ii2) if Borrower is not a party to such merger or consolidation, and the surviving entity will own Closing Date Critical Assets, then a Wholly Owned Restricted Subsidiary of Borrower must be the surviving entity, (3) if Borrower is not a party to such merger or consolidation, and the surviving entity will own Future Critical Assets, then a Restricted Subsidiary of Borrower must be the Parent surviving entity, so long as the conditions for the ownership of Future Critical Assets by Restricted Subsidiaries of Borrower that set forth in Section 8.7(b) herein are satisfied, and (4) if Borrower is not a Loan Party party to such merger or consolidation, and the surviving entity will not own Critical Assets, a Restricted Subsidiary must be the surviving entity. Subject to compliance with Section 8.10 herein, any Restricted Subsidiary may (i) acquire all or any substantial portion of the capital stock (or other equity or voting interests) issued by any other Person, (ii) acquire all or any substantial portion of the assets of any other Person, or (iii) merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; Person (and (iii) , in the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Parties, provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Restricted Subsidiary case of the Parent Borrower that is a Loan Party is a party to the such merger or consolidation, the Restricted Subsidiary that is a Loan Party will non-surviving entity may be the surviving entityliquidated, and such wound up or dissolved), so long as, with respect to any transaction shall be an Investment permitted under Section 7.7, and (C) the transaction shall be a Permitted Acquisition or a Disposition permitted under Section 7.5 (other than under Section 7.5(f)); (b) Loan Parties (other than the Parent Borrower) may contemplated by items (i) be dissolved or liquidated into another Loan Party or through (iiiii) otherwise have their existence terminated to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan Parties; and (c) Restricted Subsidiaries that are not Loan Parties may be dissolved, liquidated or otherwise have their existence terminated.above:

Mergers and Dissolutions. (a) 1. Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom, except that: (i) a Domestic Subsidiary of the Parent Borrower and its Restricted Subsidiaries may merge be a party to a transaction of merger or consolidate consolidation with any Loan Partythe Borrower or another Domestic Subsidiary of the Borrower; provided that if the Borrower is a party to such transaction, the Borrower shall be the surviving Person; provided, further that if the Borrower is not a party to such transaction but a Guarantor is, such Guarantor shall be the surviving Person or the surviving Person shall become a Guarantor immediately upon the consummation of such transaction; (ii) a Foreign Subsidiary may be party to a transaction of merger or consolidation with the Borrower or a Subsidiary of the Borrower; provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) a Restricted Subsidiary of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Parties, provided that (A) if the Parent Borrower is a party to the merger or consolidationthereto, it shall be the surviving entity, (B) if a Restricted Subsidiary of the Parent Borrower that is a Loan Party Guarantor is a party to the merger or consolidationthereto, the Restricted Subsidiary that is a Loan Party will it shall be the surviving entity, and Person or the surviving Person shall become a Guarantor immediately following the consummation of such transaction shall be an Investment permitted under Section 7.7transaction, and (C) if a Foreign Subsidiary is a party thereto and a Domestic Subsidiary is not a party thereto, the transaction surviving entity shall be a Permitted Acquisition or a Disposition permitted under Foreign Subsidiary and the Borrower and its Subsidiaries shall be in compliance with the requirements of Section 7.5 (other than under Section 7.5(f))7.13; (biii) Loan Parties a Subsidiary may enter into a transaction of merger or consolidation in connection with a Subject Disposition effected pursuant to Section 8.05, so long as no more assets are Disposed of as a result of or in connection with any transaction undertaken pursuant to this clause (other iii) than the Parent Borrower) may (i) be dissolved or liquidated into another Loan Party or (ii) would otherwise have their existence terminated been allowed pursuant to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan PartiesSection 8.05; (iv) mergers and consolidations contemplated by Section 8.12 shall be permitted; and (cv) Restricted the Borrower or any Subsidiary may merge with any other Person in connection with an Investment permitted pursuant to Section 8.02 so long as the continuing or surviving Person shall be a Subsidiary, which shall be a Guarantor if the merging Subsidiary was a Guarantor and which together with each of its Subsidiaries shall have complied with the requirements of Section 7.12; provided that are following any such merger or consolidation involving the Borrower, the Borrower is the surviving Person. 2. Except in connection with a transaction permitted by Section 8.04(a)(i), the Borrower will not Loan Parties may be dissolveddissolve, liquidated liquidate or otherwise have their existence terminatedwind up its affairs.

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefromthat: (ia) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with any Loan Credit Party; provided that (Ai) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (Bii) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan a Credit Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (iib) a Restricted Subsidiary of the Parent Borrower that is not a Loan Credit Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Credit Party; andor (iiic) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Credit Parties, ; provided that (Ai) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity, entity and (Bii) if a Restricted Subsidiary of the Parent Borrower that is a Loan Credit Party is a party to the merger or consolidation, either (I) the Restricted Subsidiary that is a Loan Credit Party will be the surviving entity, and or (II) such transaction shall be an Investment permitted under Section 7.78.02; (d) So long as no Default has occurred and is continuing or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Credit Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Credit Documents, (E) [reserved], and (CF) the transaction Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided further, that if the foregoing are satisfied, the Successor Company will succeed to, and be a Permitted Acquisition or a Disposition permitted substituted for, the Borrower under Section 7.5 (other than under Section 7.5(f))this Agreement; (be) Loan any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Credit Party, then (i) the transferee must be a Credit Party or (ii) to the extent constituting an Investment, such Investment must be an Investment permitted by Section 8.02; (f) Credit Parties (other than the Parent Borrower) may (i) be dissolved or liquidated into another Loan Credit Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Credit Party are distributed, upon such termination, to one or more Loan Parties; andCredit Parties or to a Restricted Subsidiary that is not a Credit Party so long as such transaction shall be an Investment permitted under Section 8.02; (cg) Restricted Subsidiaries that are not Loan Credit Parties may be dissolved, liquidated or otherwise have their existence terminated; and (h) so long as no Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation, amalgamation, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 8.05.

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom: : (i) EWI and other members of the Parent Borrower and its Restricted Consolidated Group that are Domestic Subsidiaries may merge or consolidate with any Loan Party; other members of the Consolidated Group, provided that (A) if the Parent Borrower EWI is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the transaction of merger or consolidationconsolidation involves both a Domestic Subsidiary that is a Credit Party and a Foreign Subsidiary, then the other Loan Party thereto (and if an Additional Borrower Domestic Subsidiary that is a party to such merger or consolidation, such Additional Borrower) Credit Party shall be the surviving entity; ; (ii) a Restricted Subsidiary members of the Parent Borrower Consolidated Group that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted are Foreign Subsidiaries may merge or consolidate with Persons that are not Loan Partiesother members of the Consolidated Group, provided that (A) if the Parent Borrower EWI is a party to the merger or consolidation, it shall be the surviving entityentity and (B) if the transaction of merger or consolidation involves two or more Foreign Subsidiaries and one or more of the Foreign Subsidiaries are organized under the laws of an Approved Jurisdiction, then the surviving entity shall be a Foreign Subsidiary that is organized under the laws of an Approved Jurisdiction; and (iii) members of the Consolidated Group may merge or consolidate with Persons that are not members of the Consolidated Group, provided that (A) if EWI is a party to the merger or consolidation, it shall be the surviving entity and (B) if a Restricted Subsidiary of the Parent Borrower EWI that is a Loan Party Borrower is a party to the merger or consolidation, the Restricted Subsidiary that is a Loan Party Borrower will be the surviving entity, and such transaction shall be an Investment permitted under Section 7.7, and (C) the transaction shall be a Permitted Acquisition or a Disposition permitted under Section 7.5 (other than under Section 7.5(f));. (b) Loan Parties (other than the Parent Borrower) may (i) be dissolved or liquidated into another Loan Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan Parties; and (c) Restricted Except for EWI and Subsidiaries that are not Loan Parties Borrowers hereunder, members of the Consolidated Group may be dissolved, liquidated or otherwise have their existence terminated.. 8.05 Dispositions. Make or permit Dispositions, except for Permitted Dispositions. 8.06

Mergers and Dissolutions. (a) Enter into a transaction of merger or orSection 8.04. consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom: (i) that: [Credit Agreement] the Parent Borrower and its Restricted Subsidiaries may merge or consolidate consolidate(a) with any Loan Credit Party; provided that (Ai) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (Bii) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan a Credit Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) ; a Restricted Subsidiary of the Parent Borrower that is not a Loan Credit Party may may(b) merge or consolidate with any other Restricted Subsidiary that is not a Loan Credit Party; and (iii) or the Parent Borrower and its Restricted Subsidiaries may merge or consolidate consolidate(c) with Persons that are not Loan Credit Parties, ; provided that (Ai) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity, entity and (Bii) if a Restricted Subsidiary of the Parent Borrower that is a Loan Credit Party is a party to the merger or consolidation, either (I) the Restricted Subsidiary that is a Loan Credit Party will be the surviving entity, and or (II) such transaction shall be an Investment permitted under Section 7.78.02; So long as no Default has occurred and is continuing or would result(d) therefrom, the Borrower may merge or consolidate with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Credit Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Credit Documents, (E) [reserved], and (CF) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; any Restricted Subsidiary may Dispose of all or substantially all of its(e) assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction shall is a Credit Party, then (i) the transferee must be a Permitted Acquisition Credit Party or a Disposition (ii) to the extent constituting an Investment, such Investment must be an Investment permitted under by Section 7.5 (other than under Section 7.5(f)); (b) Loan 8.02; Credit Parties (other than the Parent Borrower) may (i) be dissolved or liquidated liquidated(f) into another Loan Credit Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Credit Party are distributed, upon such termination, to one or more Loan PartiesCredit Parties or to a Restricted Subsidiary that is not a Credit Party so long as such transaction shall be an Investment permitted under Section 8.02; and (c) Restricted Subsidiaries that are not Loan Parties may be dissolved, liquidated or otherwise have their existence terminated.[Credit Agreement]

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom, except that: (i) a Domestic Subsidiary of the Parent Borrower and its Restricted Subsidiaries may merge be a party to a transaction of merger or consolidate consolidation with any Loan Partythe Borrower or another Domestic Subsidiary of the Borrower; provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidationtransaction, such Additional Borrower) it shall be the surviving entity; (ii) a Restricted Foreign Subsidiary may be party to a transaction of merger or consolidation with a Subsidiary of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan PartyBorrower; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Parties, provided that (A) if the Parent Borrower a Domestic Subsidiary is a party to the merger or consolidationthereto, it shall be the surviving entityentity and if such Domestic Subsidiary is not already a Credit Party, it shall execute and deliver such joinder agreements as may be necessary for compliance with the provisions of Section 7.13, and (B) if a Restricted Foreign Subsidiary is a party thereto and a Domestic Subsidiary is not a party thereto, the surviving entity shall be a Foreign Subsidiary and the Borrower and its Subsidiaries shall be in compliance with the requirements of Section 7.14; (iii) a Domestic Subsidiary of the Parent Borrower that is a Loan Party is may be a party to the a transaction of merger or consolidation, consolidation with a Person other than a member of the Restricted Subsidiary Consolidated Group; provided that is a Loan Party will be (A) the surviving entity, and such transaction entity shall be an Investment permitted under a Domestic Subsidiary of the Borrower and shall execute and deliver such joinder agreements as may be necessary for compliance with the provisions of Section 7.77.13, (B) no Default or Event of Default shall exist immediately after giving effect thereto, and (C) the transaction shall be otherwise constitute a Permitted Acquisition Acquisition; and (iv) a Subsidiary of the Borrower may enter into a transaction of merger or a consolidation in connection with an Asset Disposition permitted under Section 7.5 8.05; and (v) the Borrower may merge or consolidate with another Person in connection with a conversion from a limited liability company to a corporation; provided that the surviving entity shall execute and deliver such joinder agreements and other than documents reasonably requested by the Administrative Agent to assume the Obligations of the Borrower under Section 7.5(f));the Credit Documents. (b) Loan Parties (other than Except in connection with a transaction permitted by Section 8.04(a)(v), the Parent Borrower) may (i) be dissolved Borrower will not dissolve, liquidate or liquidated into another Loan Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan Parties; and (c) Restricted Subsidiaries that are not Loan Parties may be dissolved, liquidated or otherwise have their existence terminatedwind up its affairs.

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom: (i) the Parent Borrower and its Restricted other members of the Consolidated Group that are Domestic Subsidiaries may merge or consolidate with any Loan Party; provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) a Restricted Subsidiary members of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan PartiesConsolidated Group, provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Restricted Domestic Subsidiary that is a Borrower hereunder shall be a party to the merger or consolidation, then it shall be the surviving entity (unless the Parent or another Domestic Subsidiary that is a Borrower is also a party to the merger or consolidation, in which case the Parent or the other Domestic Subsidiary that is a Borrower shall be the surviving entity), and (C) if the transaction of merger or consolidation involves both a Domestic Subsidiary and a Foreign Subsidiary, then the Domestic Subsidiary shall be the surviving entity; (ii) members of the Consolidated Group that are Foreign Subsidiaries may merge or consolidate with other members of the Consolidated Group, provided that (A) if the Parent is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Foreign Subsidiary that is a Borrower hereunder is a party to a merger or consolidation, then it shall be the surviving entity (unless the Parent or a Domestic Subsidiary that is a Borrower are a party to the merger or consolidation, in which case the Parent or the Domestic Subsidiary that is a Borrower shall be the surviving entity), (C) if the transaction of merger or consolidation involves both a Domestic Subsidiary and a Foreign Subsidiary, then the Domestic Subsidiary shall be the surviving entity, and (D) if the transaction of merger or consolidation involves two or more Foreign Subsidiaries and one or more of the Foreign Subsidiaries are organized under the laws of an Approved Jurisdiction, then the surviving entity shall be a Foreign Subsidiary that is organized under the laws of an Approved Jurisdiction; and (iii) members of the Consolidated Group may merge or consolidate with Persons that are not members of the Consolidated Group, provided that (A) if the Parent is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Subsidiary of the Parent Borrower that is a Loan Party Domestic Borrower or a Foreign Borrower is a party to the merger or consolidation, the Restricted Subsidiary that is a Loan Party Borrower will be the surviving entity, and such transaction shall be an Investment permitted under Section 7.7, and (C) the transaction shall be a Permitted Acquisition or a Disposition permitted under Section 7.5 (other than under Section 7.5(f));Permitted Disposition. (b) Loan Parties (other than Except for the Parent Borrower) may (i) be dissolved or liquidated into another Loan Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan Parties; and (c) Restricted and Subsidiaries that are not Loan Parties Borrowers under the Credit Agreement, members of the Consolidated Group may be dissolved, liquidated or otherwise have their existence terminated.

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefromthat: (ia) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with any Loan Credit Party; provided that (Ai) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (Bii) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan a Credit Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; ; (iib) a Restricted Subsidiary of the Parent Borrower that is not a Loan Credit Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Credit Party; and or (iiic) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Credit Parties, ; provided that (Ai) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity, entity and (Bii) if a Restricted Subsidiary of the Parent Borrower that is a Loan Credit Party is a party to the merger or consolidation, either (I) the Restricted Subsidiary that is a Loan Credit Party will be the surviving entity, and or (II) such transaction shall be an Investment permitted under Section 7.78.02; (d) So long as no Default has occurred and is continuing or would result therefrom, and (C) the transaction shall be a Permitted Acquisition Borrower may merge or a Disposition permitted under Section 7.5 (consolidate with any other than under Section 7.5(f)); (b) Loan Parties (other than the Parent Borrower) may Person; provided that (i) the Borrower shall be dissolved the continuing or liquidated into another Loan Party surviving corporation or (ii) otherwise have their existence terminated to if the extent that Person formed by or surviving any such merger or consolidation is not the assets of Borrower (any such Loan Party are distributedPerson, upon such terminationthe “Successor Company”), to one (A) the Successor Company shall be an entity organized or more Loan Parties; and (c) Restricted Subsidiaries that are not Loan Parties may be dissolved, liquidated or otherwise have their existence terminated.existing under the Laws 157 1010279941v18

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom: (i) EWI and other members of the Parent Borrower and its Restricted Consolidated Group that are Domestic Subsidiaries may merge or consolidate with any Loan Party; other members of the Consolidated Group, provided that (A) if the Parent Borrower EWI is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the transaction of merger or consolidationconsolidation involves both a Domestic Subsidiary that is a Credit Party and a Foreign Subsidiary, then the other Loan Party thereto (and if an Additional Borrower Domestic Subsidiary that is a party to such merger or consolidation, such Additional Borrower) Credit Party shall be the surviving entity; (ii) a Restricted Subsidiary members of the Parent Borrower Consolidated Group that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted are Foreign Subsidiaries may merge or consolidate with Persons that are not Loan Partiesother members of the Consolidated Group, provided that (A) if the Parent Borrower EWI is a party to the merger or consolidation, it shall be the surviving entityentity and (B) if the transaction of merger or consolidation involves two or more Foreign Subsidiaries and one or more of the Foreign Subsidiaries are organized under the laws of an Approved Jurisdiction, then the surviving entity shall be a Foreign Subsidiary that is organized under the laws of an Approved Jurisdiction; and (iii) members of the Consolidated Group may merge or consolidate with Persons that are not members of the Consolidated Group, provided that (A) if EWI is a party to the merger or consolidation, it shall be the surviving entity and (B) if a Restricted Subsidiary of the Parent Borrower EWI that is a Loan Party Borrower is a party to the merger or consolidation, the Restricted Subsidiary that is a Loan Party Borrower will be the surviving entity, and such transaction shall be an Investment permitted under Section 7.7, and (C) the transaction shall be a Permitted Acquisition or a Disposition permitted under Section 7.5 (other than under Section 7.5(f));. (b) Loan Parties (other than the Parent Borrower) may (i) be dissolved or liquidated into another Loan Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan Parties; and (c) Restricted Except for EWI and Subsidiaries that are not Loan Parties Borrowers hereunder, members of the Consolidated Group may be dissolved, liquidated or otherwise have their existence terminated.

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom, except that: (i) a Domestic Subsidiary of the Parent Borrower and its Restricted Subsidiaries may merge be a party to a transaction of merger or consolidate consolidation with any Loan Partythe Parent Borrower or another Domestic Subsidiary of the Parent Borrower; provided that if the Parent Borrower is a party to such transaction, the Parent Borrower shall be the surviving Person; provided, further that if the Parent Borrower is not a party to such transaction but a Domestic Guarantor is, such Domestic Guarantor shall be the surviving Person or the surviving Person shall become a Domestic Guarantor immediately upon the consummation of such transaction; (ii) a Foreign Subsidiary may be party to a transaction of merger or consolidation with the Parent Borrower or a Subsidiary of the Parent Borrower other than a Domestic Guarantor (unless such Domestic Guarantor is the surviving party); provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) a Restricted Subsidiary of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Parties, provided that (A) if the Parent Borrower is a party to the merger or consolidationthereto, it shall be the surviving entity, (B) if preceding clause (A) does not apply and if a Restricted Subsidiary of the Parent Foreign Borrower that is a Loan Party is a party to the merger or consolidationthereto, the Restricted Subsidiary that is a Loan Party will it shall be the surviving entity, (C) if neither preceding clause (A) nor preceding clause (B) applies and such transaction if a Foreign Guarantor is a party thereto, it shall be an Investment permitted under Section 7.7the surviving Person or the surviving Person shall become a Foreign Guarantor immediately following the consummation of such transaction, and (CD) if a Domestic Subsidiary is not a party thereto, the transaction surviving entity shall be a Permitted Acquisition or a Disposition permitted under Foreign Subsidiary and the Parent Borrower and its Subsidiaries shall be in compliance with the requirements of Section 7.5 (other than under Section 7.5(f))7.13; (biii) Loan Parties a Subsidiary may enter into a transaction of merger or consolidation in connection with a Subject Disposition effected pursuant to Section 8.05, so long as no more assets are Disposed of as a result of or in connection with any transaction undertaken pursuant to this clause (other iii) than the Parent Borrower) may (i) be dissolved or liquidated into another Loan Party or (ii) would otherwise have their existence terminated been allowed pursuant to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan PartiesSection 8.05; and (civ) Restricted the Parent Borrower or any Subsidiary may merge with any other Person in connection with an Investment permitted pursuant to Section 8.02 so long as the continuing or surviving Person shall be a Subsidiary, which shall be (x) a Domestic Guarantor if the merging Subsidiary was a Domestic Guarantor and (y) a Foreign Guarantor if the merging Subsidiary was a Foreign Guarantor and, in each case, which together with each of its Subsidiaries shall have complied with the requirements of Section 7.12; provided that are following any such merger or consolidation involving the Parent Borrower, the Parent Borrower is the surviving Person. (v) Except pursuant to a transaction permitted by Section 8.04(a)(i), the Parent Borrower will not Loan Parties may be dissolveddissolve, liquidated liquidate or otherwise have their existence terminatedwind up its affairs. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Parent Borrower reorganize, redomesticate or reincorporate in any jurisdiction other than a state of the United States of America or the District of Columbia.

Mergers and Dissolutions. Merge, dissolve, liquidate, consolidate with or into another Person, except that: (a) Enter into a Credit Party may be party to a transaction of merger or consolidation; consolidation with another Credit Party, provided that so long as no Default or Event of Default then exists or would result therefrom:if the Borrower is a party to such transaction, it shall be the surviving entity; (ib) a Foreign Subsidiary may be party to a transaction of merger or consolidation with a Subsidiary of the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with any Loan Party; Borrower, provided that (A) if the Parent Borrower a Domestic Subsidiary is a party to the merger or consolidationthereto, it shall be the surviving entity and if such Domestic Subsidiary is not already a Credit Party, it shall execute and deliver such joinder and pledge agreements as may be necessary for compliance with the provisions of Sections 5.13 and 5.14, and (B) if the Parent Borrower a Foreign Subsidiary is a party thereto and a Domestic Subsidiary is not a party to thereto, the merger or consolidation, then surviving entity shall be a Foreign Subsidiary and the other Loan Party thereto Borrower and its Subsidiaries shall be in compliance with the requirements of Sections 5.13 and 5.14; (and if an Additional c) a Domestic Subsidiary of the Borrower is may be a party to such a transaction of merger or consolidation, such Additional Borrower) shall be the surviving entity; (ii) consolidation with a Restricted Subsidiary Person other than Borrower or any of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and (iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan PartiesSubsidiaries, provided that (A) if the Parent Borrower is a party to the merger or consolidation, it surviving entity shall be a Domestic Subsidiary of the surviving entityBorrower and shall execute and deliver such joinder and pledge agreements as may be necessary for compliance with the provisions of Sections 5.13 and 5.14, (B) if a Restricted Subsidiary no Default or Event of the Parent Borrower that is a Loan Party is a party to the merger or consolidation, the Restricted Subsidiary that is a Loan Party will be the surviving entity, and such transaction Default shall be an Investment permitted under Section 7.7exist immediately after giving effect thereto, and (C) the transaction shall be otherwise constitute a Permitted Acquisition Acquisition; (d) a Subsidiary of the Borrower may enter into a transaction of merger or a Disposition consolidation in connection with an Asset Sale permitted under Section 7.5 (other than under Section 7.5(f));6.5. (be) Loan Parties a wholly-owned Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs if no Material Adverse Effect would reasonably be expected to result on account thereof; or (other than the Parent Borrowerf) PHP Holdings, Inc. (“PHP”) may be a party to a merger or consolidation with AMERIGROUP Florida, Inc. (i“AMERIGROUP Florida”) or another HMO Subsidiary, provided that AMERIGROUP Florida or such other HMO Subsidiary shall be dissolved or liquidated into another Loan Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan Parties; and (c) Restricted Subsidiaries that are not Loan Parties may be dissolved, liquidated or otherwise have their existence terminatedsurviving entity.

Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefromthat: (ia) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with any Loan Credit Party; provided that (Ai) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (Bii) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan a Credit Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity; (iib) a Restricted Subsidiary of the Parent Borrower that is not a Loan Credit Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Credit Party; andor (iiic) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Credit Parties, ; provided that (Ai) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity, entity and (Bii) if a Restricted Subsidiary of the Parent Borrower that is a Loan Credit Party is a party to the merger or consolidation, either (I) the Restricted Subsidiary that is a Loan Credit Party will be the surviving entity, and or (II) such transaction shall be an Investment permitted under Section 7.78.02; (d) So long as no Default has occurred and is continuing or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Credit Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Credit Documents, (E) [reserved], and (CF) the transaction Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be a Permitted Acquisition or a Disposition permitted substituted for, the Borrower under Section 7.5 (other than under Section 7.5(f))this Agreement; (be) Loan any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Credit Party, then (i) the transferee must be a Credit Party or (ii) to the extent constituting an Investment, such Investment must be an Investment permitted by Section 8.02; (f) Credit Parties (other than the Parent Borrower) may (i) be dissolved or liquidated into another Loan Credit Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Credit Party are distributed, upon such termination, to one or more Loan Parties; andCredit Parties or to a Restricted Subsidiary that is not a Credit Party so long as such transaction shall be an Investment permitted under Section 8.02; (cg) Restricted Subsidiaries that are not Loan Credit Parties may be dissolved, liquidated or otherwise have their existence terminated; and (h) so long as no Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation, amalgamation, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 8.05.