Common use of Mergers Clause in Contracts

Mergers. The Company shall not, and shall not permit any other Credit Related Party to, merge or consolidate with, or liquidate into, any Person, except that, provided no Event of Default has occurred and is continuing (both before and immediately after giving effect to any merger, consolidation or liquidation permitted below): (a) any Credit Related Party (other than the Company) in addition to mergers, consolidations and liquidations provided for in clauses (b) and (c) below, may merge or consolidate with, or liquidate into, any other Credit Related Party (other than the Company), provided that (i) the continuing or surviving Credit Related Party unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance and payment obligations of the other Credit Related Party under any Loan Documents to which it is a party and (ii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by any applicable Subsidiary Guarantor immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; provided, however, that any Pledged Company shall be permitted to merge with another Restricted Subsidiary, so long as the Equity Interests of the surviving Business Entity are subject to perfected Transaction Liens and neither the priority of such Liens nor the value of the Collateral is diminished as a result of such merger; (b) any Exempted Guarantor may merge or consolidate with, or liquidate into, any other Exempted Guarantor or other Business Entity that is not a Credit Related Party, provided that (i) the surviving Business Entity is, directly or indirectly, a wholly-owned Subsidiary of the Company and remains a Subsidiary Guarantor, (ii) if the Exempted Guarantor is not the continuing or surviving Business Entity, the continuing or surviving Business Entity unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the obligations of such Exempted Guarantor under the Loan Documents to which the applicable Exempted Guarantor is a party and (iii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the applicable Exempted Guarantor immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; and (c) the Company may merge or consolidate with, or liquidate into, any Business Entity other than a Credit Related Party, provided that (i) (A) the Company is the continuing or surviving Business Entity or (B) the continuing or surviving Business Entity is organized under the laws of the United States or a State thereof and unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance and payment obligations of the Company under any Loan Documents to which it is a party, and (ii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the Company immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor (either contractually, by structural subordination or otherwise) from that existing immediately prior to such merger, consolidation or liquidation.

Mergers. The Company shall not, and shall not permit any other Credit Related Party to, merge Merge or consolidate with, or liquidate intosell, assign, lease, or otherwise dispose of (whether in one transaction or a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired), except in connection with an Asset Exchange, to any Person, or permit any Principal Subsidiary to do so, except that (a) any Subsidiary may merge or consolidate with or, subject to Section 6.03, sell, assign, lease, or otherwise dispose of assets to the Borrower or any other Subsidiary, (b) any Subsidiary may merge or consolidate with any other Person so long as the surviving entity is or becomes a Subsidiary and (c) the Borrower may merge or consolidate with any other Person organized or existing under the Laws of the United States, any state thereof, the District of Columbia; provided that, provided (i) in the case of clause (c) above, (x) immediately after giving effect thereto, no Event of Default has or a Default shall have occurred and is be continuing (both before and immediately after giving effect to any merger, consolidation or liquidation permitted below): (a) any Credit Related Party (other than the Company) in addition to mergers, consolidations and liquidations provided for in clauses (b) and (cy) below, may merge or consolidate with, or liquidate into, any other Credit Related Party (other than the Company), provided that (i) the continuing or surviving Credit Related Party unconditionally assumes by written agreement satisfactory to the Administrative Agent shall have received all of documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the performance and payment obligations of USA PATRIOT Act reasonably requested by the other Credit Related Party under any Loan Documents to which it is a party Lenders and (ii) in any such case of any such merger or consolidation to which the Lien under Borrower is a party, either the Security Documents Borrower is the surviving entity or the surviving entity (if not the Borrower) has a consolidated net worth (as determined in favor accordance with GAAP) immediately subsequent to such merger or consolidation at least equal to the Consolidated Net Worth of the Collateral Agent on any Collateral owned by any applicable Subsidiary Guarantor Borrower immediately prior to such merger, merger or consolidation or liquidation remains effective and perfected immediately thereafter with no loss expressly assumes the obligations of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidationthe Borrower hereunder; provided, howeverfurther, that that, notwithstanding the foregoing, the Borrower and any Pledged Company shall be permitted to merge with another Restricted Subsidiary, so long as the Equity Interests of the surviving Business Entity are subject to perfected Transaction Liens and neither the priority of such Liens nor the value of the Collateral is diminished as a result of such merger; (b) any Exempted Guarantor Principal Subsidiaries may merge or consolidate withsell, assign, lease, or liquidate intootherwise dispose assets in the ordinary course of business and may sell, any other Exempted Guarantor or other Business Entity that is not a Credit Related Partyassign, provided that (i) the surviving Business Entity is, directly or indirectly, a wholly-owned Subsidiary of the Company and remains a Subsidiary Guarantor, (ii) if the Exempted Guarantor is not the continuing or surviving Business Entity, the continuing or surviving Business Entity unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the obligations of such Exempted Guarantor under the Loan Documents to which the applicable Exempted Guarantor is a party and (iii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the applicable Exempted Guarantor immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; and (c) the Company may merge or consolidate withlease, or liquidate into, any Business Entity other than otherwise dispose of worn out or obsolete equipment on a Credit Related Party, provided that (i) (A) the Company is the continuing or surviving Business Entity or (B) the continuing or surviving Business Entity is organized under the laws of the United States or a State thereof and unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance and payment obligations of the Company under any Loan Documents to which it is a party, and (ii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the Company immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter basis consistent with no loss of relative priority to any other class of creditor (either contractually, by structural subordination or otherwise) from that existing immediately prior to such merger, consolidation or liquidationgood business practices.

Mergers. The Company shall notMerge, and shall not permit any other Credit Related Party todissolve, merge liquidate, consolidate with or consolidate withinto another Person, or liquidate into, Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, provided no Event : (i) Holdings or any Subsidiary of Default has occurred and is continuing the Borrower may merge with or consolidate with or into (both before and immediately after giving effect to any A) the Borrower (including a merger, consolidation or liquidation permitted below): (a) any Credit Related Party (other than the Company) in addition purpose of which is to mergers, consolidations and liquidations provided for in clauses (b) and (c) below, may merge or consolidate with, or liquidate into, any other Credit Related Party (other than reorganize the CompanyBorrower into a new jurisdiction), provided that (ix) the Borrower shall be the continuing or surviving Credit Related Party unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance and payment obligations of the other Credit Related Party under any Loan Documents to which it is a party Person and (iiy) such merger does not result in the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by any applicable Subsidiary Guarantor immediately prior Borrower ceasing to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; provided, however, that any Pledged Company shall be permitted to merge with another Restricted Subsidiary, so long as the Equity Interests of the surviving Business Entity are subject to perfected Transaction Liens and neither the priority of such Liens nor the value of the Collateral is diminished as a result of such merger; (b) any Exempted Guarantor may merge or consolidate with, or liquidate into, any other Exempted Guarantor or other Business Entity that is not a Credit Related Party, provided that (i) the surviving Business Entity is, directly or indirectly, a wholly-owned Subsidiary of the Company and remains a Subsidiary Guarantor, (ii) if the Exempted Guarantor is not the continuing or surviving Business Entity, the continuing or surviving Business Entity unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the obligations of such Exempted Guarantor under the Loan Documents to which the applicable Exempted Guarantor is a party and (iii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the applicable Exempted Guarantor immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; and (c) the Company may merge or consolidate with, or liquidate into, any Business Entity other than a Credit Related Party, provided that (i) (A) the Company is the continuing or surviving Business Entity or (B) the continuing or surviving Business Entity is organized incorporated under the laws of the United States States, any state thereof or the District of Columbia or (B) any one or more other Subsidiaries of the Borrower, provided that when any Subsidiary that is a State thereof Loan Party is merging with another Subsidiary of the Borrower, a Loan Party shall be the continuing or surviving Person; (ii) (A) any Subsidiary of Parent that is not a Loan Party may merge or consolidate with or into any other Subsidiary of Parent; provided that if such Subsidiary is a Loan Party, the Loan Party shall be the continuing or surviving Person and unconditionally assumes (B) any Subsidiary of Parent may liquidate or dissolve or change its legal form if Parent determines in good faith that such action is in the best interests of Parent and its Subsidiaries and is not materially disadvantageous to the Lenders; (iii) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or another Subsidiary of the Borrower; provided that if the transferor in such a transaction is a Loan Party, then (A) the transferee must be a Loan Party or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 9.8 (other than Section 9.8(e)(i)) and any Indebtedness corresponding to such Investment must be permitted by written agreement satisfactory Section 9.3; (iv) any Subsidiary of Parent (other than the Borrower, unless the Borrower is the continuing or surviving Person of such merger) may merge with any other Person (other than Parent or its Subsidiaries) in order to effect an Investment permitted pursuant to Sections 9.5(e) or 9.8 (other than Section 9.8(e)); and (v) a merger, dissolution, liquidation, consolidation (in each case not involving Parent or the Borrower) or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 9.5(c) (other than 9.5(c)(ix)) shall be permitted. Notwithstanding the foregoing, Holdings may only merge or consolidate in accordance with the other provisions of this Section 9.5(a) if the security interest of the Administrative Agent all on behalf of the performance Secured Parties (as defined in the Guarantee and payment obligations Collateral Agreement) in the Capital Stock of the Company under any Loan Documents to which it Borrower is a party, and (ii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the Company immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor (either contractually, by structural subordination or otherwise) from that existing immediately prior to such merger, consolidation or liquidationnot adversely affected.

Mergers. The Company shall not, and shall not permit any other Credit Related Party to, merge or consolidate with, or liquidate into, any Person, except that, provided no Event of Default has occurred and is continuing (both before and immediately after giving effect to any merger, consolidation or liquidation permitted below): (a) any Credit Related Party (other than the Company) in addition to mergers, consolidations and liquidations provided for in clauses (b) and (c) below, may merge or consolidate with, or liquidate into, any other Credit Related Party (other than the Company), provided that (i) no Guaranty Reduction Event occurs as a result thereof, (ii) the continuing or surviving Credit Related Party unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance and payment obligations of the other Credit Related Party under any Loan Documents to which it is a party and (iiiii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by any applicable Subsidiary Guarantor immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; provided, however, that any Pledged Company shall be permitted to merge with another Restricted SubsidiarySubsidiary (other than an Exempted Guarantor), so long as the Equity Interests of the surviving Business Entity are subject to perfected Transaction Liens and neither the priority of such Liens nor the value of the Collateral is diminished as a result of such merger; (b) any Exempted Guarantor may merge or consolidate with, or liquidate into, any other Exempted Guarantor or other Business Entity that is not a Credit Related Party, provided that (i) the surviving Business Entity is, directly or indirectly, a wholly-owned Subsidiary of the Company and remains a Subsidiary Guarantor, (ii) if the Exempted Guarantor is not the continuing or surviving Business Entity, the continuing or surviving Business Entity unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the obligations of such Exempted Guarantor under the Loan Documents to which the applicable Exempted Guarantor is a party and (iii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the applicable Exempted Guarantor immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; and (c) the Company may merge or consolidate with, or liquidate into, any Business Entity other than a Credit Related Party, provided that (i) (A) the Company is the continuing or surviving Business Entity or (B) the continuing or surviving Business Entity is organized under the laws of the United States or a State thereof and unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance and payment obligations of the Company under any Loan Documents to which it is a party, and (ii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the Company immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor (either contractually, by structural subordination or otherwise) from that existing immediately prior to such merger, consolidation or liquidation.

Mergers. The Company shall not, and shall not permit any other Credit Related Party to, merge or consolidate with, or liquidate into, any Person, except that, provided no Event of Default has occurred and is continuing (both before and immediately after giving effect to any merger, consolidation or liquidation permitted below): (a) any Credit Related Party (other than the Company) in addition to mergers, consolidations and liquidations provided for in clauses (b) and (c) below, may merge or consolidate with, or liquidate into, any other Credit Related Party (other than the Company), provided that (i) no Guaranty Reduction Event occurs as a result thereof, (ii) the continuing or surviving Credit Related Party unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance and payment obligations of the other Credit Related Party under any Loan Documents to which it is a party and (iiiii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by any applicable Subsidiary Guarantor immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; provided, however, that (i) any Pledged Company shall be permitted to merge with another Restricted SubsidiarySubsidiary (other than an Exempted Guarantor) and (ii) WIC shall be permitted to merge with CIG or a subsidiary of CIG in connection with the CIG/WIC Transaction, in each case so long as the Equity Interests of the surviving Business Entity are subject to perfected Transaction Liens and neither the priority of such Liens nor the value of the Collateral is diminished as a result of such merger; (b) any Exempted Guarantor may merge or consolidate with, or liquidate into, any other Exempted Guarantor or other Business Entity that is not a Credit Related Party, provided that (i) the surviving Business Entity is, directly or indirectly, a wholly-owned Subsidiary of the Company and Company, remains a Subsidiary Guarantor, (ii) if the Exempted Guarantor is not the continuing or surviving Business Entity, the continuing or surviving Business Entity unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the obligations of such Exempted Guarantor under the Loan Documents to which the applicable Exempted Guarantor is a party and (iii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the applicable Exempted Guarantor immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; and (c) the Company may merge or consolidate with, or liquidate into, any Business Entity other than a Credit Related Party, provided that (i) (A) the Company is the continuing or surviving Business Entity or (B) the continuing or surviving Business Entity is organized under the laws of the United States or a State thereof and unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance and payment obligations of the Company under any Loan Documents to which it is a partyCompany, and (ii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the Company immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor (either contractually, by structural subordination or otherwise) from that existing immediately prior to such merger, consolidation or liquidation.

Mergers. The Company shall notCONSOLIDATIONS, and shall not SALES OF ASSETS AND ACQUISITIONS. Merge into or consolidate with any other person, or permit any other Credit Related Party to, person to merge into or consolidate withwith it, or liquidate intoconduct any Asset Sale of (in one transaction or in a series of transactions) all or any substantial part of its assets (whether now owned or hereafter acquired) or any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any Personsubstantial part of the assets of any other person, except that, provided no Event of Default has occurred and is continuing except: (both before a) if at the time thereof and immediately after giving effect to any merger, consolidation thereto no Event of Default or liquidation permitted below): Default shall have occurred and be continuing (ai) any Credit Related Party wholly owned Subsidiary or any Guarantor may merge or consolidate into any Borrower or Guarantor in a transaction in which such Borrower or Guarantor is the surviving corporation and no person other than the Borrower, the Parent Borrower, a Guarantor or any wholly owned Subsidiary receives any consideration, (ii) any Borrower (other than the CompanyParent Borrower) may merge into or consolidate with any wholly-owned Subsidiary or Guarantor in addition to mergersa transaction in which no person other than a Borrower, consolidations Guarantor or wholly-owned Subsidiary receives any consideration and liquidations provided for in clauses (b) the surviving or resulting corporation upon the consummation of such merger or consolidation is or becomes a Borrower, and (ciii) below, any wholly owned Subsidiary or any Guarantor may merge into or consolidate with, or liquidate into, with any other Credit Related Party (wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Company), provided that (i) the continuing any Borrower or surviving Credit Related Party unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance a wholly owned Subsidiary receives any consideration and payment obligations of the other Credit Related Party under any Loan Documents to which it is a party and (ii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by any applicable Subsidiary Guarantor immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; provided, however, that any Pledged Company shall be permitted to merge with another Restricted Subsidiary, so long as the Equity Interests of surviving entity is a Guarantor or becomes a Guarantor to the surviving Business Entity are subject to perfected Transaction Liens and neither the priority of such Liens nor the value of the Collateral is diminished as a result of such mergerextent required by Section 5.11; (b) the Parent Borrower and the Subsidiaries may conduct any Exempted Guarantor may merge Asset Sale so long as the fair market value of all the assets sold, transferred or consolidate withotherwise disposed of pursuant to this Section 6.05(b) (excluding any Casualty Event or Condemnation Event) shall not exceed $50,000,000 on a cumulative basis during the term of this Agreement (as determined in good faith by a Financial Officer of the Parent Borrower) and so long as the Net Cash Proceeds from any such sale shall be applied to reduce the Commitments to the extent required by Section 2.12(a); PROVIDED, or liquidate intoHOWEVER, that any other Exempted Guarantor Asset Sale otherwise permitted by Section 6.05(b) shall not be permitted unless (A) such sale, transfer or other Business Entity that disposition is not a Credit Related Partyfor consideration at least 70% of which is cash, provided that and (iB) such consideration is at least equal to the surviving Business Entity is, directly or indirectly, a wholly-owned Subsidiary fair market value of the Company and remains assets sold, transferred or disposed of (as determined in good faith by a Subsidiary Guarantor, (ii) if the Exempted Guarantor is not the continuing or surviving Business Entity, the continuing or surviving Business Entity unconditionally assumes by written agreement satisfactory to the Administrative Agent all Financial Officer of the obligations of such Exempted Guarantor under the Loan Documents to which the applicable Exempted Guarantor is a party and (iii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the applicable Exempted Guarantor immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; andParent Borrower) (c) the Company Parent Borrower or any Subsidiary may merge or consolidate withmake Permitted Acquisitions; (d) any sale and leaseback transaction permitted by Section 6.03 may be effected, or liquidate into, any Business Entity other than a Credit Related Party, provided PROVIDED that (i) (A) the Company is Net Cash Proceeds from such sale shall be applied to reduce the continuing or surviving Business Entity or (B) the continuing or surviving Business Entity is organized under the laws of the United States or a State thereof and unconditionally assumes by written agreement satisfactory Commitments to the Administrative Agent all extent required by Section 2.12(a); (e) any transfer of assets made in connection with any Permitted Non- Control Investment or any Permitted Non-Guarantor Transaction may be effected, PROVIDED that any Net Cash Proceeds from such transfer shall be applied to reduce the performance Commitments to the extent required by Section 2.12(a); (f) any Subsidiary may liquidate and payment obligations of the Company under any Loan Documents to which it is a party, and (ii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the Company immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority distribute assets to any other class Subsidiary, a Guarantor or the Parent Borrower, PROVIDED that if the Subsidiary that is being liquidated is a Guarantor or a Borrower, the Subsidiary that receives the assets pursuant to following such liquidation shall be a Guarantor or a Borrower; (g) the Parent Borrower or any Subsidiary may sell accounts receivable pursuant to any Permitted Receivables Financing; and (h) any Loan Party or any Subsidiary may lease or sublease properties in the ordinary course of creditor (either contractually, by structural subordination or otherwise) from that existing immediately prior to such merger, consolidation or liquidationbusiness and consistent with past practice.

Mergers. The Company Issuer shall not, and the Guarantors have undertaken in the Guarantee not to, directly or indirectly, consolidate or merge with or into another Person. The above shall not permit any other Credit Related Party to, merge or consolidate with, or liquidate into, any Person, except thatprevent the following mergers, provided no Event of Default has occurred and is continuing (both before and immediately after giving effect to any merger, consolidation or liquidation permitted below):that they do not have a Material Adverse Effect: (a) mergers between or among Restricted Subsidiaries; (b) mergers of the Restricted Subsidiaries into the Issuer; (c) mergers between or among the Issuer or a Guarantor and other Guarantors; (d) mergers between or among the Restricted Subsidiaries (including the Obligors), provided, in the case of a merger of the Issuer or a Guarantor, that the Person formed by or surviving any Credit Related Party such merger (if other than the CompanyIssuer or a Guarantor, as the case may be) in addition assumes all the obligations of the Issuer or the Guarantor, as the case may be, under these Terms and Conditions and the Guarantee (as applicable) pursuant to mergers, consolidations accession agreements reasonably satisfactory to the Agent; (e) mergers of the Issuer or a Restricted Subsidiary on the one side and liquidations provided for in clauses (b) and (c) below, may merge or consolidate with, or liquidate into, any a Third Party on the other Credit Related Party (other than the Company)side, provided that that: (i) the continuing Issuer or the Restricted Subsidiary, as applicable, is the surviving Credit Related Party unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance and payment obligations of the other Credit Related Party under any Loan Documents to which it is a party Person; and (ii) the Lien under Issuer would, on the Security Documents in favor date of the Collateral Agent merger, have been permitted to incur at least EUR 1.00 of additional Financial Indebtedness pursuant to the Incurrence Test (calculated on any Collateral owned a pro forma basis as if the merger had been made at the beginning of the Relevant Period ending on the last day of the period covered by any applicable Subsidiary Guarantor the most recent Financial Report) or have, both an Interest Coverage Ratio and a Capitalization Ratio not lower than it was immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior giving effect to such merger, consolidation or liquidation; provided, however, that any Pledged Company shall be permitted to merge with another transaction; (f) mergers of a Restricted Subsidiary, so long as other than the Equity Interests of Issuer or the Guarantors, on the one side and a Third Party on the other side, where the Person formed by or surviving Business Entity are subject to perfected Transaction Liens and neither such merger is the priority of such Liens nor the value of the Collateral is diminished as a result of such merger; (b) any Exempted Guarantor may merge or consolidate with, or liquidate into, any other Exempted Guarantor or other Business Entity that is not a Credit Related Third Party, provided that that: (i) the shares in the surviving Business Entity is, directly or indirectly, a wholly-owned Subsidiary entity received as consideration and any other consideration will be held by the Group Company that held the shares of the Company and remains a Restricted Subsidiary Guarantor, (ii) if the Exempted Guarantor is not the continuing or surviving Business Entity, the continuing or surviving Business Entity unconditionally assumes by written agreement satisfactory previous to the Administrative Agent all of the obligations of such Exempted Guarantor under the Loan Documents to which the applicable Exempted Guarantor is a party and (iii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the applicable Exempted Guarantor immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; and (c) the Company may merge or consolidate with, or liquidate into, any Business Entity other than a Credit Related Party, provided that (i) (A) the Company is the continuing or surviving Business Entity or (B) the continuing or surviving Business Entity is organized under the laws of the United States or a State thereof and unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance and payment obligations of the Company under any Loan Documents to which it is a party, and (ii) the Lien under merger is carried out at fair market value and on terms and conditions customary for such mergers; and (g) mergers of a Guarantor on one side and a Third Party on the Security Documents other side, where the Person formed by or surviving such merger is the Third Party, provided that: (i) the shares in favor of the Collateral Agent on surviving entity received as consideration and any Collateral owned other consideration are held by the Company immediately prior to Issuer or a Guarantor, as applicable, post the merger; and (ii) the merger is carried out at fair market value and on terms and conditions customary for such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor (either contractually, by structural subordination or otherwise) from that existing immediately prior to such merger, consolidation or liquidationmergers.

Mergers. The Company shall not, and shall not permit any other Credit Related Party to, merge or consolidate with, or liquidate into, any Person, except that, provided no Event of Default has occurred and is continuing (both before and immediately after giving effect to Enter into any merger, consolidation or liquidation permitted below): (a) any Credit Related Party (other than the Company) in addition to mergersconsolidation, consolidations and liquidations provided for in clauses (b) and (c) below, may merge or consolidate withjoint venture, or liquidate intoother combination, any other Credit Related Party (other than the Company), provided that (i) the continuing or surviving Credit Related Party unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance and payment obligations of the other Credit Related Party under any Loan Documents to which it is a party and (ii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by any applicable Subsidiary Guarantor immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; provided, however, that any Pledged except: 9.4.1 Holding Company shall be permitted to merge into a Delaware corporation which, prior to the merger with another Restricted SubsidiaryHolding Company, has no assets or liabilities, so long as the Equity Interests of as: (a) such Delaware corporation is the surviving Business Entity are subject to perfected Transaction Liens and neither the priority of corporation after such Liens nor the value of the Collateral is diminished merger, (b) such surviving Delaware corporation ("Survivor") assumes Holding Company's exact corporate name as a result of such merger; (b) any Exempted Guarantor may merge or consolidate with, or liquidate into, any other Exempted Guarantor or other Business Entity that is not a Credit Related Party, provided that (i) the surviving Business Entity is, directly or indirectly, a wholly-owned Subsidiary of the Company and remains a Subsidiary Guarantor, (iic) if upon the Exempted Guarantor is not the continuing or surviving Business Entity, the continuing or surviving Business Entity unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the obligations consummation of such Exempted Guarantor merger, Survivor promptly delivers to Agent a true, correct and complete copy of all merger documents and any amendments to Holding Company's articles of incorporation and bylaws, (d) after the consummation of such merger, Survivor promptly informs Agent of its federal taxpayer identification number and provides evidence of its qualification to do business, under the Loan Documents to name of Holding Company, in all states in which the applicable Exempted Guarantor Holding Company is a party and (iii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the applicable Exempted Guarantor so qualified immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; and 9.4.2 for mergers or consolidations in which a Borrower is the surviving corporation where the following tests are or would be met: (a) after giving effect to such merger or consolidation, no Event of Default would exist, (b) based on pro forma financial statements for the applicable Fiscal Quarter assuming the prior consolidation during such period of Borrowers and the entity with which the merger or consolidation is proposed, the financial covenants set forth in Section 8.13 hereof will all be met, and (c) the Company may merge fair market value of the assets acquired as a result of any such merger, consolidation, joint venture or consolidate withother combination, when viewed as an asset acquisition, and, when taken together with all acquisitions by Borrowers pursuant to Subsection 9.3 of this Agreement and with the amount of all investments made by Borrowers pursuant to Subsection 9.11.3 of this Agreement occurring during the Loan Period, does not exceed that amount which is equal to 20% of Total Net Worth. For purposes of subparagraph (c) of this Subsection, with respect to each such merger, consolidation, joint venture, or liquidate intoother combination, any Business Entity other than a Credit Related Party, provided that (i) (A) the Company is the continuing or surviving Business Entity or (B) the continuing or surviving Business Entity is organized under the laws Total Net Worth shall be calculated as of the United States or a State thereof and unconditionally assumes by written agreement satisfactory to the Administrative Agent all last day of the performance and payment obligations of the Company under any Loan Documents to which it is a party, and (ii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the Company Fiscal Quarter ending immediately prior to the anticipated closing date of such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor (either contractually, by structural subordination or otherwise) from that existing immediately prior to such merger, consolidation or liquidationtransaction.

Mergers. The Company shall not, and shall not permit any other Credit Related Party to, merge Merge or consolidate with, or liquidate intoconsummate a Division as the Dividing Person, or sell, assign, lease, or otherwise dispose of (whether in one transaction or a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person, or permit any Restricted Subsidiary to do so, except that, provided no Event of Default has occurred and is continuing (both before that if at the time thereof and immediately after giving effect to any mergerthereto no Default shall have occurred and be continuing, consolidation or liquidation permitted below): (a) any Credit Related Party (other than the Company) in addition to mergers, consolidations and liquidations provided for in clauses (b) and (c) below, Subsidiary may merge or consolidate withwith or, subject to Section 6.03, sell, assign, lease, or liquidate into, any other Credit Related Party (other than the Company), provided that otherwise dispose of assets to (i) the continuing Borrower or surviving Credit Related Party unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance and payment obligations of the (ii) any other Credit Related Party under any Loan Documents to which it Subsidiary; provided that if a Guarantor is a party to such transaction, the surviving entity is a Guarantor and (b) (i) any Subsidiary may merge or consolidate with any other Person so long as the surviving entity is or becomes a Subsidiary; provided that if a Guarantor is a party to such transaction, the surviving entity is a Guarantor and (ii) any Subsidiary that is a Delaware limited liability company may consummate a Division as the Lien under Dividing Person if, immediately upon the Security Documents in favor consummation of the Collateral Agent on any Collateral owned by any applicable Subsidiary Guarantor immediately prior to such mergerDivision, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; provided, however, that any Pledged Company shall be permitted to merge with another Restricted Subsidiary, so long as the Equity Interests assets of the surviving Business Entity applicable Dividing Person are subject to perfected Transaction Liens held by one or more Subsidiaries that are Guarantors at such time; provided that, (i) in any such case of clauses (a) and neither the priority of such Liens nor the value of the Collateral is diminished as a result of such merger; (b) above of any Exempted Guarantor may merge such merger or consolidate withconsolidation to which the Borrower is a party, or liquidate into, the Borrower is the surviving entity and (ii) any other Exempted Guarantor or other Business Entity such merger involving a Person that is not a Credit Related Party, provided that (i) the surviving Business Entity is, directly or indirectly, a wholly-owned Subsidiary of the Company and remains a Subsidiary Guarantor, (ii) if the Exempted Guarantor is not the continuing or surviving Business Entity, the continuing or surviving Business Entity unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the obligations of such Exempted Guarantor under the Loan Documents to which the applicable Exempted Guarantor is a party and (iii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the applicable Exempted Guarantor immediately prior to such mergermerger shall not be permitted unless also permitted by Section 6.10; provided, consolidation further that notwithstanding anything to the contrary in this Agreement, any Subsidiary which is a Division Successor resulting from a Division of assets of a Subsidiary that is not an Immaterial Subsidiary may not be deemed to be an Immaterial Subsidiary at the time of or liquidation remains effective in connection with the applicable Division; provided, further, that, notwithstanding the foregoing, the Borrower and perfected immediately thereafter with no loss any of relative priority to any other class of creditor from that existing immediately prior to such mergerthe Restricted Subsidiaries may sell, consolidation or liquidation; and (c) the Company may merge or consolidate withassign, lease, or liquidate into, any Business Entity other than a Credit Related Party, provided that (i) (A) otherwise dispose assets pursuant to Permitted Reorganizations and/or the Company is the continuing or surviving Business Entity or (B) the continuing or surviving Business Entity is organized under the laws of the United States or a State thereof and unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance and payment obligations of the Company under any Loan Documents to which it is a party, and (ii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the Company immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor (either contractually, by structural subordination or otherwise) from that existing immediately prior to such merger, consolidation or liquidationAcceptable Reorganization Plan.

Mergers. The Company Issuer shall not, and the Guarantors have undertaken in the Guarantee Agreement not to, directly or indirectly, consolidate or merge with or into another Person. The above shall not permit any other Credit Related Party to, merge or consolidate with, or liquidate into, any Person, except thatprevent the following mergers, provided no Event of Default has occurred and is continuing (both before and immediately after giving effect to any merger, consolidation or liquidation permitted below):that they do not have a Material Adverse Effect: (a) mergers between or among Restricted Subsidiaries; (b) mergers of the Restricted Subsidiaries into the Issuer; (c) mergers between or among the Issuer or a Guarantor and other Guarantors; (d) mergers between or among the Restricted Subsidiaries (including the Obligors), provided, in the case of a merger of the Issuer or a Guarantor, that the Person formed by or surviving any Credit Related Party such merger (if other than the CompanyIssuer or a Guarantor, as the case may be) in addition assumes all the obligations of the Issuer or the Guarantor, as the case may be, under these Terms and Conditions and the Guarantee Agreement (as applicable) pursuant to mergers, consolidations accession agreements reasonably satisfactory to the Agent; (e) mergers of Holdco or a Restricted Subsidiary on the one side and liquidations provided for in clauses (b) and (c) below, may merge or consolidate with, or liquidate into, any a Third Party on the other Credit Related Party (other than the Company)side, provided that that: (i) the continuing Issuer or the Restricted Subsidiary, as applicable, is the surviving Credit Related Party unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance and payment obligations of the other Credit Related Party under any Loan Documents to which it is a party Person; and (ii) the Lien under Issuer would, on the Security Documents in favor date of the Collateral Agent merger, have been permitted to incur at least EUR 1.00 of additional Financial Indebtedness pursuant to the Incurrence Test (calculated on any Collateral owned a pro forma basis as if the merger had been made at the beginning of the Relevant Period ending on the last day of the period covered by any applicable Subsidiary Guarantor the most recent Financial Report) or have, an Equity Ratio not lower than it was immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior giving effect to such merger, consolidation or liquidation; provided, however, that any Pledged Company shall be permitted to merge with another transaction; (f) mergers of a Restricted Subsidiary, so long as other than the Equity Interests of Issuer or the Guarantors, on the one side and a Third Party on the other side, where the Person formed by or surviving Business Entity are subject to perfected Transaction Liens and neither such merger is the priority of such Liens nor the value of the Collateral is diminished as a result of such merger; (b) any Exempted Guarantor may merge or consolidate with, or liquidate into, any other Exempted Guarantor or other Business Entity that is not a Credit Related Third Party, provided that that: (i) the shares in the surviving Business Entity is, directly or indirectly, a wholly-owned Subsidiary entity received as consideration and any other consideration will be held by the Group Company that held the shares of the Company and remains a Restricted Subsidiary Guarantor, (ii) if the Exempted Guarantor is not the continuing or surviving Business Entity, the continuing or surviving Business Entity unconditionally assumes by written agreement satisfactory previous to the Administrative Agent all of the obligations of such Exempted Guarantor under the Loan Documents to which the applicable Exempted Guarantor is a party and (iii) the Lien under the Security Documents in favor of the Collateral Agent on any Collateral owned by the applicable Exempted Guarantor immediately prior to such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor from that existing immediately prior to such merger, consolidation or liquidation; and (c) the Company may merge or consolidate with, or liquidate into, any Business Entity other than a Credit Related Party, provided that (i) (A) the Company is the continuing or surviving Business Entity or (B) the continuing or surviving Business Entity is organized under the laws of the United States or a State thereof and unconditionally assumes by written agreement satisfactory to the Administrative Agent all of the performance and payment obligations of the Company under any Loan Documents to which it is a party, and (ii) the Lien under merger is carried out at fair market value and on terms and conditions customary for such mergers; and (g) mergers of a Guarantor on one side and a Third Party on the Security Documents other side, where the Person formed by or surviving such merger is the Third Party, provided that: (i) the shares in favor of the Collateral Agent on surviving entity received as consideration and any Collateral owned other consideration are held by the Company immediately prior to Issuer or a Guarantor, as applicable, post the merger; and (ii) the merger is carried out at fair market value and on terms and conditions customary for such merger, consolidation or liquidation remains effective and perfected immediately thereafter with no loss of relative priority to any other class of creditor (either contractually, by structural subordination or otherwise) from that existing immediately prior to such merger, consolidation or liquidationmergers.