Common use of Fundamental Changes; Business Activities Clause in Contracts

Fundamental Changes; Business Activities. (a) Neither Borrower will, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entity, (ii) any Person (other the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04.

Fundamental Changes; Business Activities. (a) Neither the Borrower will, nor any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04.

Fundamental Changes; Business Activities. (a) Neither Borrower willNone of Xxxxxx USA, nor the Company or any other Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person (other than the Company or another Subsidiary) may (x) merge into the Parent Borrower Xxxxxx USA in a transaction in which the Parent Borrower Xxxxxx USA is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other the Parent Borrower or the Subsidiary Borrowerthan Xxxxxx USA) may merge into the Company in a transaction in which the Company is the surviving corporation, (iii) any Person (other than Xxxxxx USA or the Company) may merge or consolidate with any Restricted Subsidiary (other than the Company) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Company) may merge into or consolidate with any Person (other than Xxxxxx USA or the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary Borrowerand (v) any Subsidiary (other than the Company) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04.

Fundamental Changes; Business Activities. (a) Neither the Borrower will, nor any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04.

Fundamental Changes; Business Activities. (a) Neither None of the Borrower will, nor or any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, continuing (i) any Restricted Subsidiary may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04.

Fundamental Changes; Business Activities. (a) Neither a).None of the Borrower will, nor or any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, that if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04.

Fundamental Changes; Business Activities. (a) Neither the Borrower will, nor any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person ​ 103 ​ ​ that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04.

Fundamental Changes; Business Activities. (a) Neither Borrower will, the Company nor any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into or consolidate with any Restricted Subsidiary (other than the Company) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrowera Material Subsidiary) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04.

Fundamental Changes; Business Activities. (a) Neither None of the Borrower will, nor or any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary, and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that the assets and operations of any such merger or consolidation involving a Person Material Subsidiary that is not liquidated or dissolved shall be transferred to the Borrower, a wholly-owned Restricted Subsidiary immediately prior to Loan Party, or the direct holder of the Equity Interests of such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04Material Subsidiary in connection therewith.

Fundamental Changes; Business Activities. (a) Neither Borrower willThe Company will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary may (x) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] any Subsidiary may merge into or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. Nothing in this paragraph shall prohibit the Company or any Subsidiary from effecting the Acquisition.

Fundamental Changes; Business Activities. (a) Neither Borrower willThe Company will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary may (xA) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (yB) merge into the a Borrowing Subsidiary Borrower in a transaction in which the Borrowing Subsidiary Borrower is the surviving entity, (ii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary andand (A) if any party to such merger or consolidation is a Borrowing Subsidiary, a Borrowing Subsidiary and (B) if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Subsidiary Borrowera Borrowing Subsidiary) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04.

Fundamental Changes; Business Activities. (a) Neither Borrower will, nor None of the Company or any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuingcontinuing and the Company shall be in compliance on a pro forma basis with the covenants in Sections 6.07 and 6.08, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entityPerson, (ii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any a Subsidiary party to such a merger or consolidation is a Loan PartySubsidiary Guarantor, a Loan PartySubsidiary Guarantor), and (iii) [reserved] any Subsidiary may merge or consolidate with or into any Person in a transaction permitted under paragraph (b) of this Section in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in not material to the best interests of the Borrowers Company and its Subsidiaries taken as a whole and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04.

Fundamental Changes; Business Activities. (a) Neither None of Holdings, the Borrower will, nor or any other Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person (other than the Borrower) may (x) merge into the Parent Borrower Holdings in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower Holdings is the surviving entity, (ii) any Person (other the Parent Borrower or the Subsidiary Borrowerthan Holdings) may merge into the Borrower in a transaction in which the Borrower is the surviving entity, (iii) any Person (other than Holdings) may merge or consolidate with any Restricted Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is or becomes a Subsidiary Loan Party), (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person (other than Holdings or the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (v) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04.

Fundamental Changes; Business Activities. (a) Neither Holdings, the Borrower will, nor or any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrowerany Material Subsidiary) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04.

Fundamental Changes; Business Activities. (a) Neither Borrower willParent will not, nor and will it not permit any Restricted Subsidiary to, merge into into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, continuing (i) any Restricted Subsidiary (other than the Company) may (x) merge into the or amalgamate with Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into into, amalgamate with or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, and (A) if any party to such merger merger, amalgamation or consolidation is a Borrower, a Borrower, and (B) if any party to such merger, amalgamation or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and (iv) any Restricted Subsidiary (other than the Subsidiary a Borrower) may liquidate or dissolve if the Borrowers determine Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Parent and is not materially disadvantageous to the Lenders; provided that any such merger merger, amalgamation or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger merger, amalgamation or consolidation shall not be permitted unless it is also permitted by Section 6.04.

Fundamental Changes; Business Activities. (a) Neither Borrower willThe Company will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, continuing (i) any Restricted Subsidiary may (x) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] and any Subsidiary may merge into or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary, (iv) the Permitted Restructuring may be carried out and (v) any Restricted Subsidiary (other than the Subsidiary a Borrower) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04.

Fundamental Changes; Business Activities. (a) Neither Borrower willThe Company will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, continuing (i) any Restricted Subsidiary may (x) merge into the Parent Borrower Company in a transaction in which the Parent Borrower Company is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary BorrowerCompany) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) [reserved] any Subsidiary may merge into or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary a Borrower) may liquidate or dissolve if the Borrowers determine Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. Nothing in this paragraph shall prohibit the Company or any Subsidiary from effecting the Acquisition.

Fundamental Changes; Business Activities. (a) Neither None of the Borrower will, nor or any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, that if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person (other than the Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04.

Fundamental Changes; Business Activities. (a) Neither the Borrower will, nor any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] any Subsidiary may merge into or consolidate with any Person in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary and (iv) any Restricted Subsidiary (other than the Subsidiary Borrower) may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-wholly owned Restricted Subsidiary immediately prior to such merger or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04.. 118

Fundamental Changes; Business Activities. (a) Neither xxxi. None of the Borrower will, nor or any Subsidiary will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Restricted Subsidiary Person may (x) merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving entity and (y) merge into the Subsidiary Borrower in a transaction in which the Subsidiary Borrower is the surviving entitycorporation, (ii) any Person (other than the Parent Borrower or the Subsidiary Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) [reserved] and (iv) any Restricted Subsidiary may merge into or consolidate with any Person (other than the Subsidiary Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Subsidiary, (iv) the Merger may be consummated and (v) any Subsidiary may liquidate or dissolve if the Borrowers determine Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers Borrower and is not materially disadvantageous to the Lenders; provided that the assets and operations of any such merger or consolidation involving a Person Material Subsidiary that is not liquidated or dissolved shall be transferred to the #PageNum# Borrower, a wholly-owned Restricted Subsidiary immediately prior to Loan Party, or the direct holder of the Equity Interests of such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04Material Subsidiary in connection therewith.