Common use of Mergers, Etc Clause in Contracts

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and such Person shall become a Subsidiary Guarantor hereunder; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) the Borrower may consummate the Acquisition; (ii) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (iiiii) in connection with any acquisition sale or other disposition permitted under Section 5.02(f5.02(e)(v), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such ; (iv) any merger shall be of a wholly owned Subsidiary of the Borrower and such Person shall become Borrower, pursuant to which the survivor is a Subsidiary Guarantor, in order to consummate an Investment expressly permitted in Section 5.03(f)(viii) or (ix); (v) any merger of a Subsidiary Guarantor hereunderinto the Borrower so long as the survivor is the Borrower; provided, however, that in each case, immediately before and after giving effect thereto, no event Default shall occur have occurred and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationcontinuing.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidationconsolidation with another Subsidiary, the Person formed by such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and such the provisions of Section 5.01(j) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of a merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary of the Borrower may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itBorrower shall not, or and shall not permit any of its Subsidiaries to, directly or indirectly, become a party to do soa merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets of any Person or any shares or other evidence of beneficial ownership of any Person, or wind-up, dissolve, or liquidate, except that: that (ia) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Borrower is the surviving entity, (b) any Subsidiary may merge or consolidate with another Subsidiary so long as if a Subsidiary that is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, Guarantor is involved in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and surviving entity and (iic) in connection with any acquisition Acquisition permitted under Section 5.02(f8.5(e), any Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which Borrower is a party, Borrower shall be the surviving Person, and (ii) in the case of any such merger or consolidation to which any Subsidiary (but not Borrower) is a party, (x) the Person surviving such merger shall be a wholly wholly-owned Subsidiary of the Borrower and such Person shall become (y) if a Subsidiary that is a Guarantor hereunder; provided, however, that is involved in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a partyor consolidation, the Borrower such Guarantor is the surviving corporationentity.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that: (i) any Restricted Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the BorrowerRestricted Subsidiary, provided that, in the case of any such merger or consolidation, the Borrower shall not own, either directly or indirectly, Equity Interests in the Person formed by such merger or consolidation shall be in an amount (expressed as a wholly owned Subsidiary percentage of the Borrowertotal Equity Interests of such Person) that is less than the higher amount (expressed as a percentage) of Equity Interests owned, directly or indirectly, by the Borrower in each such Restricted Subsidiary immediately prior to such merger or consolidation, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Guarantor; (ii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (i) thereof), any Restricted Subsidiary Guarantorof the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (iiiii) in connection with any acquisition permitted under Section 5.02(f5.02(f)(viii), any Restricted Subsidiary of the Borrower may merge into or consolidate Consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Restricted Subsidiary of the Borrower and such Person shall become a Subsidiary Guarantor hereunderGuarantor; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with any acquisition permitted under Section 5.02(f), the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be the Borrower or a wholly owned Subsidiary of the Borrower; and (iii) in connection with any sale or other disposition permitted under Section 5.02(e)(ii), any Subsidiary of the Borrower and such may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately before and after giving effect thereto, no event Default shall occur have occurred and be continuing that constitutes a Default and, and in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itBorrower shall not, or and shall not permit any of its Subsidiaries to, directly or indirectly, become a party to do soa merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets of any Person or any shares or other evidence of beneficial ownership of any Person, or wind-up, dissolve, or liquidate, except that: that (ia) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Borrower is the surviving entity, (b) any Subsidiary may merge or consolidate with another Subsidiary so long as if a Subsidiary that is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, Guarantor is involved in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and surviving entity and (iic) in connection with any acquisition Acquisition permitted under Section 5.02(f8.5(e), any Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) in the case of any such merger or consolidation to which Borrower is a party, Borrower shall be the surviving Person, and (ii) in the case of any such merger or consolidation to which any Subsidiary (but not Borrower) is a party, the Person surviving such merger shall be a wholly wholly-owned Subsidiary of the Borrower and such Person shall become a Subsidiary Guarantor hereunder; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationBorrower.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) the Parent and its Subsidiaries may consummate the Merger; (ii) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, and provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (iiiii) any Subsidiary of the Borrower may merge into or consolidate with the Borrower, provided that the Borrower shall be the Person surviving such merger; (iv) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and such the provisions of Section 5.01(i) shall have been complied with; and (v) in connection with any sale or other disposition permitted under Section 5.02(e)(iv), any Subsidiary of the Borrower may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately before and after giving effect thereto, no event Default shall occur have occurred and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationcontinuing.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided thatprovided, that (A) in the case of any such merger or consolidation of or with the Borrower, the Borrower shall be the surviving Person and (B) in the case of any such merger or consolidation among Subsidiaries of the Borrower, the Person formed by such merger or consolidation shall be a Subsidiary of the Borrower, and if a Subsidiary Guarantor is a party to such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with any acquisition sale or other disposition permitted under Section 5.02(f5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the and (iii) any Loan Party may merge into or consolidate with any Person surviving such merger shall be in connection with a wholly owned Subsidiary of the Borrower and such Person shall become a Subsidiary Guarantor hereunderPermitted Reorganization; provided, however, that in each case, immediately after giving effect theretoto such merger or consolidation, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or The Borrower shall not, and shall not permit any Person to Subsidiary to, consolidate or merge with or into itany other Person, or permit any of its Subsidiaries to do soliquidate or dissolve, except thatexcept: (ia) the merger of a Subsidiary into the Borrower, with the Borrower being the corporation surviving such merger if, after giving effect thereto, no Default shall have occurred and be continuing; (b) the merger or consolidation of a Subsidiary with or into a Person other than the Borrower if the corporation surviving such consolidation or merger is a Subsidiary and, after giving effect thereto, no Default shall have occurred and be continuing; provided, however, that if any Person subject to such merger or consolidation is a Guarantor, the surviving corporation of such merger or consolidation shall be a Guarantor; (c) the merger or consolidation of the Borrower with or into any other Person if the corporation surviving such consolidation or merger is the Borrower and, after giving effect thereto, no Default shall have occurred and be continuing; (d) any Subsidiary of the Borrower may merge into dissolve, liquidate or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or wind up its affairs at any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and such Person shall become a Subsidiary Guarantor hereundertime; provided, however, that in each caseif such Subsidiary is a Loan Party or a direct Domestic Subsidiary of a Loan Party, immediately after giving effect theretoany assets or other distribution from such liquidation, no event dissolution or winding up shall occur and be continuing that constitutes the distributed to one or more Loan Parties; and (e) any merger of a Default and, in Subsidiary shall be permitted to the case of any extent such merger to which the Borrower is a party, the Borrower is the surviving corporationconstitutes an Asset Sale permitted by Section 6.4 below.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itParent or the Borrower, or permit any of its their Subsidiaries to do so, except that: (i) any Subsidiary of Parent or the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or Parent, any other Subsidiary of Parent or the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary an Affiliate of the BorrowerParent or the Borrower which is also a Loan Party, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Parent or the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be an Affiliate of the Parent or the Borrower which is also a wholly owned Loan Party; and (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower and such Parent may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately before and after giving effect thereto, no event Default shall occur have occurred and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationcontinuing.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Parent may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the BorrowerParent, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the BorrowerParent, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor Borrower is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; andsuch Borrower; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the any Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of such Borrower; (iii) in connection with any sale or other disposition permitted under Section 5.02(d), any Subsidiary of the Parent may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (iv) the Parent or any other Borrower and may merge into or consolidate with any other Person; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall become a Subsidiary Guarantor hereunderbe the Parent or such Borrower, as the case may be; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided provided, that, in the case of any such merger or consolidationconsolidation (x) of the Borrower, the Borrower shall be the surviving Person and (y) in the case of a merger among Subsidiaries of the Borrower, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which and if a Subsidiary Guarantor is a partyparty thereto, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with any acquisition sale or other disposition permitted under Section 5.02(f5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and such Person shall become a Subsidiary Guarantor hereunder; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Issuer may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) Issuer or any other Subsidiary of the BorrowerIssuer, provided thatprovided, that (A) in the case of any such merger or consolidation of or with the Issuer, the Issuer shall be the surviving Person and (B) in the case of any such merger or consolidation among Subsidiaries of the Issuer, the Person formed by such merger or consolidation shall be a Subsidiary of the Issuer, and if a Subsidiary Guarantor is a party to such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with any acquisition sale or other disposition permitted under Section 5.02(f5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower Issuer may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the and (iii) any Obligor may merge into or consolidate with any Person surviving such merger shall be in connection with a wholly owned Subsidiary of the Borrower and such Person shall become a Subsidiary Guarantor hereunderPermitted Reorganization; provided, however, that in each case, immediately after giving effect theretoto such merger or consolidation, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that: (i) any Restricted Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Restricted Subsidiary of the Borrower, ; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned direct or indirect Restricted Subsidiary of the Borrower, ; and provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned direct or indirect Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (iii) as part of any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower and such may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately before and after giving effect thereto, no event Event of Default shall occur have occurred and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationcontinuing.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: that (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary in the case of any merger or consolidation to which the Borrower is a Subsidiary Guarantor) party), or any 142 112 other Subsidiary of the Borrower, ; provided that, in the case of any such merger or consolidation, the Person formed by surviving such merger or consolidation shall be the Borrower (in the case of any merger or consolidation to which the Borrower is a party), or a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and such (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Parent may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, Parent; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, Parent; and provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with as part of any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower Parent may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of Parent; and provided further that, in the Borrower and case of any merger or consolidation to which a Guarantor is a party, the Person formed by such merger or consolidation shall be a Guarantor; and (iii) as part of any sale or other disposition permitted under Section 5.02(e), any Subsidiary of Parent may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; and (iv) any of Parent’s Subsidiaries may merge into Parent; provided, however, that in each case, immediately before and after giving effect thereto, no event Default shall occur have occurred and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower Parent is a party, the Borrower Parent is the surviving corporationentity.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Domestic Subsidiary of the Borrower, provided provided, further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with any acquisition permitted Permitted Acquisition under Section 5.02(f5.02(g)(vii), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower; and (iii) in connection with any sale or other disposition permitted under Section 5.02(f) (other than clause (ii) thereof), any Subsidiary of the Borrower and such may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Domestic Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Domestic Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly wholly-owned Domestic Subsidiary of the Domestic Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with any acquisition permitted Permitted Acquisition under Section 5.02(f5.02(g)(xiii), any Subsidiary of the Domestic Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly wholly-owned Subsidiary of the Domestic Borrower; and (iii) in connection with any sale or other disposition permitted under Section 5.02(f) (other than clause (ii) thereof), any Subsidiary of the Domestic Borrower and such may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with any acquisition permitted under Section 5.02(f) or any acquisition permitted by Section 5.02(a)(v), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower; (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower and such may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; (iv) any of the Borrower's Subsidiaries may merge into the Borrower; and (v) any Person may merge into the Borrower; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, and in the case of any such merger to which the Borrower is a party, (i) the Borrower is the surviving corporationcorporation and (ii) except as permitted by Section 5.02(f)(vii), such merger does not adversely affect the Debt Rating, if any.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Parent may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the BorrowerParent, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the BorrowerParent, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor an Account Party is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; andsuch Account Party; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower any Account Party may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and Account Party; (iii) in connection with any sale or other disposition permitted under Section 5.02(d), any Subsidiary of the Parent may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (iv) the Parent or any Account Party may merge into or consolidate with any other Person; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall become a Subsidiary Guarantor hereunderbe the Parent or such Account Party, as the case may be; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Parent may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the BorrowerParent, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the BorrowerParent, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor Borrower is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; andsuch Borrower; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the any Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of such Borrower; and (iii) in connection with any sale or other disposition permitted under Section 5.02(d) (other than clause (ii) thereof), any Subsidiary of the Parent may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (iv) the Parent or any other Borrower and may merge into or consolidate with any other Person; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall become a Subsidiary Guarantor hereunderbe the Parent or such Borrower, as the case may be; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or permit any of its Restricted Subsidiaries to do so, except that: (i) any Restricted Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Restricted Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Restricted Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Restricted Subsidiary of the Borrower and such Person shall become a Subsidiary Guarantor hereunderGuarantor; provided, however, that in each case, immediately before and after giving effect thereto, no event Default under Section 6.01(a) or (f) and no Event of Default shall occur have occurred and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationcontinuing.

Mergers, Etc. Merge The Borrower shall not merge into or consolidate the Restricted Subsidiaries or the Operating Subsidiaries with any Person or permit any Person to merge into itthe Borrower, the Restricted Subsidiaries or the Operating Subsidiaries, or permit any of its the Restricted Subsidiaries or the Operating Subsidiaries to do so, ; except that: : (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, provided that (A) the Person surviving such merger shall be a wholly-owned Restricted Subsidiary and (B) immediately before and after giving effect thereto, no Default shall have occurred and be continuing; (ii) any Restricted Subsidiary may be merged into the Borrower or any other wholly-owned Restricted Subsidiary, provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower or, if the Borrower shall not be a party to such merger, any wholly-owned Restricted Subsidiary and such Person shall become a Subsidiary Guarantor hereunder; provided, however, that in each case, (B) immediately before and after giving effect thereto, no event Default shall occur have occurred and be continuing continuing; and (iii) Subsidiaries of BRHCLP may be merged with other wholly-owned Subsidiaries of BRHCLP or into BRHCLP, provided, that constitutes a Default and, in BRHCLP shall be the case surviving entity of any such merger to which the Borrower is a party, the Borrower is the surviving corporationinto BRHCLP.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower (other than IDI) may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower (other than IDI) may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and such Person shall become a Subsidiary Guarantor hereunderBorrower; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Parent may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the BorrowerParent, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the BorrowerParent, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor an Account Party is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; andsuch Account Party; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower any Account Party may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and Account Party; (iii) in connection with any sale or other disposition permitted under Section 5.02(d) (other than clause (ii) thereof), any Subsidiary of the Parent may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (iv) the Parent or any Account Party may merge into or consolidate with any other Person; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall become a Subsidiary Guarantor hereunderbe the Parent or such Account Party, as the case may be; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, ; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, ; and provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with any acquisition permitted under Section 5.02(f5.02(g), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower; (iii) in connection with any sale or other disposition permitted under Section 5.02(f) (other than clause (ii) thereof), any Subsidiary of the Borrower and such may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; and (iv) any of the Borrower's Subsidiaries may merge into the Borrower. provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower; and (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower and such may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be the Borrower or a wholly owned Subsidiary of the Borrower, provided further that, that (x) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be the Borrower or a Subsidiary Guarantor; andGuarantor and (y) notwithstanding clause (x), in the case of any such merger or consolidation to which the Borrower is a party, the surviving corporation shall be (or become) the Borrower; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and such Person shall become a Subsidiary Guarantor hereunder; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, (ii) in the case of any such merger or consolidation to which the Borrower a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and 84 90 (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ix) thereof), any Subsidiary of the Borrower is the surviving corporationmay merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, ; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, ; and provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with as part of any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower Borrower; and such Person shall become provided further that, in the case of any merger or consolidation to which a Subsidiary Guarantor hereunderis a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; provided, however, that in each case, immediately before and after giving effect thereto, no event Default shall occur have occurred and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationcontinuing.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: that (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary in the case of any merger or consolidation to which the Borrower is a Subsidiary Guarantor) party), or any other Subsidiary of the Borrower, ; provided that, in the case of any such merger or consolidation, the Person formed by surviving such merger or consolidation shall be the Borrower (in the case of any merger or consolidation to which the Borrower is a party), or a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and such (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that: (i) the Company may consummate the Merger; (ii) any Restricted Subsidiary of the Borrower Company may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Restricted Subsidiary of the Borrower, Company or with the Company; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Restricted Subsidiary of the Borrower, Company or the Company; and provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (iiiii) in connection with as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower Company may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Restricted Subsidiary of the Borrower Company; and such Person shall become a Subsidiary Guarantor hereunder; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default andprovided further that, in the case of any such merger or consolidation to which the Borrower a Subsidiary Guarantor is a party, the Borrower is Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (iv) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the surviving corporationCompany may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, ; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a wholly-owned Subsidiary Guarantor; andXxxxx Respiratory - Revolving Credit Agreement (ii) The Borrower or any Subsidiary of the Borrower may merge into or consolidate with the Borrower; provided that, in the case of any such merger or consolidation, the Borrower shall be the surviving entity; (iii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly wholly-owned Subsidiary Guarantor; and (iv) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower and such may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately before and after giving effect thereto, no event Default shall occur have occurred and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itParent or the Borrower, or permit any of its their Restricted Subsidiaries to do so, except that: (i) any Restricted Subsidiary of Parent or the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or Parent, any other Restricted Subsidiary of Parent or the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary an Affiliate of the BorrowerParent or the Borrower which is also a Loan Party, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Parent or the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be an Affiliate of the Parent or the Borrower which is also a wholly owned Loan Party; and (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower and such Parent may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately before and after giving effect thereto, no event Default shall occur have occurred and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationcontinuing.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with any acquisition sale or other disposition permitted under Section 5.02(f5.02(e) (other than Section 5.02(e)(iii)), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; (iii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary may merge into the Borrower; provided that and (iv) the Borrower may merge into or otherwise consolidate with another Person if either (A) the Borrower is the surviving such merger shall be a wholly owned Subsidiary entity or (B)(1) the surviving entity is organized or existing under the laws of the Borrower United States, any state thereof or the District of Columbia and such Person shall become a Subsidiary Guarantor hereunder(2) the surviving entity assumes all of the Borrower’s Obligations under the Financing Documents, pursuant to agreements reasonably satisfactory to the Administrative Agent; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itthe Parent or the Borrower, or permit any of its their Restricted Subsidiaries to do so, except that: (i) any Restricted Subsidiary of the Parent or the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or Parent, any other Restricted Subsidiary of the Parent or the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary an Affiliate of the BorrowerParent or the Borrower which is also a Loan Party, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Parent or the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be an Affiliate of the Parent or the Borrower which is also a wholly owned Loan Party; and (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower and such Parent may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately before and after giving effect thereto, no event Default shall occur have occurred and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationcontinuing.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary in the case of any merger or consolidation to which the Borrower is a Subsidiary Guarantor) party), or any other Subsidiary of the Borrower, ; provided that, in the case of any such merger or consolidation, the Person formed by surviving such merger or consolidation shall be the Borrower (in the case of any merger or consolidation to which the Borrower is a party), or a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and such (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) CBI and its Subsidiaries and IXC and its Subsidiaries may consummate the Reorganization Merger and the Merger; and (ii) any Subsidiary of the Borrower CBI may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the BorrowerCBI, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the BorrowerCBI, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary GuarantorGuarantor (or, any transaction to which IXCS is a party, a Borrower); and (iiiii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower CBI may merge with or into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of CBI that is formed solely for the Borrower purpose of effecting a corporate name change and the transfer of related intellectual property, provided that CBI is the surviving corporation in respect of such Person shall become a Subsidiary Guarantor hereundermerger; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower IXCS is a party, the Borrower IXCS is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Parent may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the BorrowerParent, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the BorrowerParent, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor Borrower is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; andsuch Borrower; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the any Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower; (iii) in connection with any sale or other disposition permitted under Section 5.02(d) (other than clause (ii) thereof), any Subsidiary of the Parent may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (iv) the Parent or any Borrower and may merge into or consolidate with any other Person; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall become a Subsidiary Guarantor hereunderbe the Parent or such Borrower, as the case may be; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that: (i) any Restricted Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Restricted Subsidiary of the Borrower, ; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned direct or indirect Restricted Subsidiary of the Borrower, ; and provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with as part of any acquisition permitted under Section 5.02(f7.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned direct or indirect Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (iii) as part of any sale or other disposition permitted under Section 7.02(e) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower and such may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately before and after giving effect thereto, no event Event of Default shall occur have occurred and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationcontinuing.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower; provided that, in the case of any such merger or consolidation of a Subsidiary Guarantor, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor or a Person who becomes a Subsidiary Guarantor simultaneously therewith; (ii) the Company or any Subsidiary of the Borrower may merge into or consolidate with the Borrower; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation Borrower shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; andsurviving entity; (iiiii) in connection with any acquisition investment permitted under Section 5.02(f), the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary Guarantor or the Borrower; and (iv) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower and such may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately before and after giving effect thereto, no event Event of Default shall occur have occurred and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that: (i) any Restricted Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Restricted Subsidiary of the Borrower, provided provided, that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Restricted Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided , provided, that the Person surviving such merger shall be a wholly owned Restricted Subsidiary of the Borrower; (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower and such may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; (iv) the Merger Transaction may be consummated in accordance with the Merger Agreement; and (v) any of the Borrower’s Restricted Subsidiaries may merge into the Borrower; provided, however, that in each case, immediately before and after giving effect thereto, no event Default shall occur have occurred and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that:: Back to Contents (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and such Person shall become a Subsidiary Guarantor hereunder; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit ------------ any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) the Borrower may consummate the Merger in accordance with the terms of the Merger Agreement; (ii) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in ; (iii) any of the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, Borrower's Subsidiaries may merge into the Person formed by such merger or consolidation shall be a Subsidiary GuarantorBorrower; and (iiiv) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge enter into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided merger agreement that provides that the Person surviving such merger shall Borrower's Obligations under the Loan Documents will be a wholly owned Subsidiary paid in full in cash upon consummation of the Borrower and such Person shall become a Subsidiary Guarantor hereunder; merger contemplated thereby. provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a partyparty (other than a merger permitted by clause (iv) of this Section 5.02(d)), the Borrower is the surviving corporation.

Mergers, Etc. Merge into into, amalgamate or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, or enter into any contract or arrangement that, upon consummation, will result in any Person or two or more Persons acquiring control over Voting Stock of the Company (or other securities convertible into such securities) representing 35% or more of the combined voting power of all Voting Stock of the Company, except that: that (i) the Company, Bull and Vigoro may consummate the Merger, (ii) any Non-Guarantor Subsidiary of the Borrower may merge into into, amalgamate or consolidate with the Borrower any other Non-Guarantor Subsidiary, (so long as such iii) any Subsidiary is a Subsidiary Guarantor) Guarantor may merge into, amalgamate or consolidate with any other Subsidiary of the BorrowerGuarantor, provided that(iv) any Subsidiary Guarantor may merge into, amalgamate or consolidate with any Non-Guarantor Subsidiary, provided, however, that in the case of any such merger or consolidationmerger, the Person formed by such merger amalgamation or consolidation shall be a wholly owned Subsidiary of prior to the BorrowerRelease Date, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a partythe surviving corporation and (v) after the Release Date, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (iix) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower Company's wholly owned Subsidiaries may merge into or consolidate with the Company and (y) any of the Company's Subsidiaries may merge into any other Person or permit any other Person to merge into or consolidate with itof the Company's Subsidiaries; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and such Person shall become a Subsidiary Guarantor hereunder; provided, however, further that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default or an Event of Default and, in the case of any such merger to which the Borrower Company is a party, the Borrower Company is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or The Borrower shall not, and shall not permit any Person to Subsidiary to, consolidate or merge with or into itany other Person, or permit any of its Subsidiaries to do soliquidate or dissolve, except thatexcept: (ia) the merger of a Subsidiary into the Borrower, with the Borrower being the corporation surviving such merger if, after giving effect thereto, no Default shall have occurred and be continuing; (b) the merger or consolidation of a Subsidiary with or into a Person other than the Borrower if the corporation surviving such consolidation or merger is a Subsidiary and, after giving effect thereto, no Default shall have occurred and be continuing; provided, however, that if any Person subject to such merger or consolidation is a Guarantor, the surviving corporation of such merger or consolidation shall be a Guarantor; (c) the merger or consolidation of the Borrower with or into any other Person if the corporation surviving such consolidation or merger is the Borrower and, after giving effect thereto, no Default shall have occurred and be continuing; (d) any Subsidiary of the Borrower may merge into dissolve, liquidate or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or wind up its affairs at any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and such Person shall become a Subsidiary Guarantor hereundertime; provided, however, that in each caseif such Subsidiary is a Loan Party or a direct Domestic Subsidiary of a Loan Party, immediately after giving effect theretoany assets or other distribution from such liquidation, no event dissolution or winding up shall occur and be continuing that constitutes the distributed to one or more Loan Parties; and (e) any merger of a Default and, in Subsidiary shall be permitted to the case of any extent such merger to which the Borrower is a party, the Borrower is the surviving corporationconstitutes an Asset Sale permitted by Section 6.4 (Sales of Assets) below.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, that in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) [Intentionally Omitted]; (iii) in connection with any acquisition sale or other disposition permitted under Section 5.02(f5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; (iv) [Intentionally Omitted]; provided that the Person surviving such merger shall be a wholly owned Subsidiary and (v) any of the Borrower and such Person shall become a Subsidiary Guarantor hereunderBorrower’s Subsidiaries may merge into the Borrower; provided, however, that in each case, immediately before and after giving effect thereto, no event Default shall occur have occurred and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, ; provided that, in the case of any such merger or consolidationconsolidation with another Subsidiary, the Person formed by such merger or consolidation shall be a direct or indirect wholly owned Subsidiary of the Borrower, ; provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; andGuarantor (except to the extent that the surviving Person in a merger or consolidation permitted pursuant to Section 5.02(d)(iv) is or becomes the Borrower); (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and such the provisions of Section 5.01(i) shall have been complied with; and (iii) in connection with any sale or other disposition (which takes the form of merger rather than a sale of stock or assets) permitted under Section 5.02(e)(ii), any Subsidiary of the Borrower may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger pursuant to the preceding clauses (i), (ii) or (iii) to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: that (i) any Subsidiary of the Borrower may merge into or consolidate with the 117 111 Borrower (so long as such Subsidiary in the case of any merger or consolidation to which the Borrower is a Subsidiary Guarantor) party), or any other Subsidiary of the Borrower, ; provided that, in the case of any such merger or consolidation, the Person formed by surviving such merger or consolidation shall be the Borrower (in the case of any merger or consolidation to which the Borrower is a party), or a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower and such (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or ------------ permit any Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the Borrower, provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower; (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower and such may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; and (iv) any of the Borrower's Subsidiaries may merge into the Borrower. provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation.

Mergers, Etc. Merge into or consolidate with any Person or permit ------------ any Person to merge into it, or permit any of its Subsidiaries to do so, except that: that (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary in the case of any merger or consolidation to which the Borrower is a Subsidiary Guarantor) party), or any other Subsidiary of the Borrower, ; provided that, in the case of any such merger or consolidation, the Person formed by -------- surviving such merger or consolidation shall be the Borrower (in the case of any merger or consolidation to which the Borrower is a party), or a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger -------- shall be a wholly owned Subsidiary of the Borrower and such (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately -------- ------- after giving effect thereto, no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any ------------ Person to merge into it, or permit any of its Subsidiaries to do so, except that: (i) any Subsidiary of the Borrower Parent may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Subsidiary of the BorrowerParent, provided that, in the case of any such -------- merger or consolidation, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the BorrowerParent, provided further that, in -------- ------- the case of any such merger or consolidation to which a Subsidiary Guarantor an Account Party is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; andsuch Account Party; (ii) in connection with any acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower any Account Party may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger -------- shall be a wholly owned Subsidiary of the Borrower and Account Party; (iii) in connection with any sale or other disposition permitted under Section 5.02(d), any Subsidiary of the Parent may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (iv) the Parent or any Account Party may merge into or consolidate with any other Person; provided that, in the case of any such merger or -------- consolidation, the Person formed by such merger or consolidation shall become a Subsidiary Guarantor hereunderbe the Parent or such Account Party, as the case may be; provided, however, that in each case, immediately after giving effect thereto, -------- ------- no event shall occur and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationDefault.

Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itthe Borrower, or permit any of its Restricted Subsidiaries to do so, except that: (i) any Restricted Subsidiary of the Borrower may merge into or consolidate with the Borrower (so long as such Subsidiary is a Subsidiary Guarantor) or any other Restricted Subsidiary of the Borrower, provided that, in the case of any such merger or consolidationconsolidation to which the Borrower is a party, the Person formed by such merger or consolidation shall be a wholly owned Subsidiary of the Borrower, provided further that, in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; and; (ii) in connection with any acquisition permitted under Section 5.02(f)not prohibited hereunder, any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Loan Party or the Borrower shall comply with the Section 5.01(h) with respect to such surviving Person; and (iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower and such may merge into or consolidate with any other Person shall become a Subsidiary Guarantor hereunderor permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately before and after giving effect thereto, no event Default shall occur have occurred and be continuing that constitutes a Default and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporationcontinuing.