Common use of Fundamental Changes Clause in Contracts

Fundamental Changes. (a) Neither Holdings nor the Borrower will, nor will they permit any 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor Except in connection with transactions otherwise permitted pursuant to Section 6.05 or 6.06, the Borrower willwill not, nor and will they not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default shall have occurred and be continuing, continuing (i) any Subsidiary Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Person may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party required to such merger is a Subsidiary Loan Partybe so under Section 5.10, a Subsidiary Loan PartyGuarantor, (iii) any Subsidiary may merge sell, transfer, lease or consolidate with any other Person in order otherwise dispose of its assets to effect the Borrower or to another Subsidiary which is a Permitted Acquisition Subsidiary Guarantor and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.046.05.

Fundamental Changes. (a) Neither Holdings nor The Parent and the Borrower willwill not, nor and will they not permit any other Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Parent and the Subsidiaries, taken as a whole, 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 Subsidiary Person (other than the Borrower) may merge into the Borrower Parent in a transaction in which the Borrower Parent is the surviving corporation, (ii) any Subsidiary Person may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any a Loan Party is a party to such merger merger, then the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge sell, transfer, lease or consolidate with any other Person in order otherwise dispose of its assets to effect a Permitted Acquisition another Subsidiary and (iv) any Subsidiary (other than the BorrowerBorrower or a Guarantor (except for International Holdco to the extent described below)) may liquidate or dissolve if the Borrower Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Parent and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor will they it permit any 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan PartyGuarantor, is a Subsidiary Loan Party, Guarantor; (iii) any Subsidiary or the Borrower may merge or consolidate with any other into another Person in order to effect a Permitted Acquisition connection with an acquisition permitted by Section 6.04 as long as the Subsidiary or the Borrower is the surviving Person and no Default exists or would result and (iv) any Subsidiary (other than the Borrower) may liquidate liquidate, dissolve or dissolve be transferred if the Borrower determines in good faith that such liquidation liquidation, dissolution or dissolution transfer is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and if such Subsidiary is a Subsidiary Guarantor, its assets are transferred to the Borrower or a Subsidiary Guarantor; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.046.04 or Section 6.05.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor will they it permit any 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 Subsidiary Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporationentity, (ii) any Subsidiary Person (other than the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party, (iii) any Subsidiary may merge into or consolidate with any Person (other Person than the Borrower) in order a transaction permitted under Section 6.05 in which, after giving effect to effect such transaction, the surviving entity is not a Permitted Acquisition Subsidiary and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that connection with such liquidation or dissolution is in dissolution, substantially all the best interests assets of the Borrower and is not materially disadvantageous such Subsidiary are transferred to a Loan Party (to the Lendersextent such Subsidiary being liquidated or dissolved is a Subsidiary Loan Party); provided that any such merger or consolidation involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor will they 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 Subsidiary Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Person may merge into any Restricted Subsidiary in a transaction in which the surviving entity is a wholly-owned Restricted Subsidiary and, and (if any party to such merger is a Subsidiary Loan Party, ) is a Subsidiary Loan Party, (iii) any Restricted Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (iv) any Restricted Subsidiary that is part of an asset sale permitted under this Agreement may merge with another entity in order to effect a sale of such Subsidiary; provided that such merger is treated as a sale of assets and otherwise complies with, and is permitted by, this Agreement; provided that any such merger involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any 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 Event of Default shall have occurred and be continuing, (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. No Loan Party shall, and shall permit any Subsidiary to, form or create any new Subsidiary that is not organized under the law of one of the states of the United States.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor will they 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 Subsidiary Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Person may merge with or into any Restricted Subsidiary in a transaction in which the surviving entity is or becomes a wholly-owned Wholly Owned Restricted Subsidiary and, if any party to such merger is and a Subsidiary Loan Party, ; provided that any such merger involving a Person that is not a Wholly Owned Restricted Subsidiary Loan Party, immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 and (iii) any Restricted Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate, divide or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Subsidiary of any Borrower may merge into the a Borrower in a transaction in which the a Borrower is the surviving corporationentity, (ii) any Subsidiary Loan Party (other than the Company or any Borrower) may merge into any Subsidiary other Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, Party and (iii) any Subsidiary that is not a Loan Party may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate liquidate, divide or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation liquidation, division or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the LendersLender; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any 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 provided nothing in this Section 6.03 shall prohibit the consummation of the Transactions, and provided further that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, continuing (i) any Subsidiary Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan PartySubsidiary, (iii) any Subsidiary may merge sell, transfer, lease or consolidate with any other Person in order otherwise dispose of its assets to effect a Permitted Acquisition the Borrower or to another Subsidiary and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor Except in connection with transactions otherwise permitted pursuant to Section 7.05 or 7.06, the Borrower willwill not, nor and will they not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default shall have occurred and be continuing, continuing (i) any Subsidiary Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Person may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party required to such merger is a Subsidiary Loan Partybe so under Section 6.10, a Subsidiary Loan PartyGuarantor, (iii) any Subsidiary may merge sell, transfer, lease or consolidate with any other Person in order otherwise dispose of its assets to effect the Borrower or to another Subsidiary which is a Permitted Acquisition Subsidiary Guarantor and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.05.

Fundamental Changes. (a) Neither Holdings nor None of the Borrower Obligors will, nor will they permit any Subsidiary to, 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 Subsidiary may merge into the a Borrower in a transaction in which the such Borrower is the surviving corporation, (ii) any Subsidiary (other than a Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, and (if any party to such merger is a Subsidiary Loan Party, Obligor) is a Subsidiary Loan Party, Obligor for which the Collateral and Guarantee Requirement has been satisfied and (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrowera Borrower or Subsidiary Obligor) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.0410.2.4. Notwithstanding the foregoing, this Section 10.2.3 shall not prohibit any Permitted Acquisition.

Fundamental Changes. (a) Neither Holdings nor the Borrower will, nor will they permit any 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 Subsidiary Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Person (other than Holdings or the Borrower) may merge into Holdings in a transaction in which Holdings is the surviving corporation, (iii) any Person (other than the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, and (if any party to such merger is a Subsidiary Loan Party, ) is a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; , (iv) any Person may enter into asset sales in compliance with Section 6.05, (v) the Foreign Subsidiary Restructuring may be consummated in accordance with the definition thereof and (vi) any Person may enter into acquisitions permitted by Section 6.04, provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section Sections 6.04, 6.05 and 6.06, as applicable.

Fundamental Changes. (a) Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate liquidate, wind up 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporationentity, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary of its Subsidiaries (other than any Unrestricted Subsidiary) to, merge into or consolidate with any other Person, or liquidate or dissolve, 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 Subsidiary Person organized under the laws of the United States of America or one of its States or the District of Columbia may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the Borrower) organized under the laws of the United States of America or one of its States or the District of Columbia may merge into any Restricted Subsidiary in a transaction in which the surviving entity is a wholly-owned Restricted Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Restricted Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that that, if any such merger involving involves a Person that is not a wholly owned Subsidiary immediately prior to before such merger, such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower will, nor will they 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 Subsidiary Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Person may merge into any Restricted Subsidiary in a transaction in which the surviving entity is a wholly-owned Restricted Subsidiary and, and (if any party to such merger is a Subsidiary Loan Party, ) is a Subsidiary Loan Party and (iii) any Restricted Subsidiary (other than a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that (A) the foregoing shall not be construed to prohibit the Merger and (B) any such merger involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary of its Subsidiaries (other than any Unrestricted Subsidiary) to, merge into or consolidate with any other Person, or liquidate or dissolve, 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 Subsidiary Person organized under the laws of the United States of America or one of its States or the District of Columbia may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the Borrower) organized under the laws of the United States of America or one of its States or the District of Columbia may merge into any Restricted Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary andRestricted Subsidiary, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, and (iii) any Restricted Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that that, if any such merger involving involves a Person that is not a wholly owned Subsidiary immediately prior to before such merger, such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary of any Borrower may merge into the a Borrower in a transaction in which such Borrower (or the Borrower Company if it is involved) is the surviving corporationentity, (ii) any Subsidiary Loan Party (other than a Borrower) may merge into any Subsidiary other Loan Party (other than a Borrower) in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect that is not a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) Loan Party may liquidate or dissolve if the Borrower Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of the Borrower such Loan Party and is not materially disadvantageous to the Lenders, (iv) Holdings and the Company may consummate the Qualifying IPO Restructuring, and (v) any Permitted Acquisition may be structured as a merger or consolidation otherwise in compliance with this Section 6.03; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Loan Party (other than the Borrower) may merge into any Subsidiary Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect that is not a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (iv) any other Person may merge into or consolidate with the Borrower or any Subsidiary in connection with a Permitted Acquisition so long as the Borrower or such Subsidiary is the surviving entity of such merger or consolidation; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower willThe Borrowers will not, nor and will they not permit any Restricted Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, it or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrowers or any Restricted Subsidiary may merge into with a Person if the applicable Borrower in (or such Restricted Subsidiary if a transaction in which the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Restricted Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary andanother Restricted Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party, a the Subsidiary Loan Party, Party shall be the surviving Person and (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Restricted Subsidiary (other than the Borrowera Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4.

Fundamental Changes. (a) Neither Holdings nor the Borrower willEach Credit Party will not, nor and will they not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of the stock of any of the Subsidiaries (in each case, whether now owned or hereafter acquired), 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 Subsidiary other than the Borrower may merge into the Borrower a Credit Party in a transaction in which the Borrower Credit Party is the surviving corporation, (ii) any wholly owned Subsidiary other than the Borrower may merge into any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly-wholly owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan PartySubsidiary, (iii) any Subsidiary other than the Borrower may merge sell, transfer, lease or consolidate with any other Person in order otherwise dispose of its assets to effect a Permitted Acquisition the Guarantor or to another Subsidiary and (iv) any Subsidiary (other than the Borrower) Borrower may liquidate or dissolve if the Borrower Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Guarantor and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.046.5.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor will they 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 Subsidiary Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the Borrower) may merge into any Restricted Subsidiary in a transaction in which the surviving entity is a wholly-owned Restricted Subsidiary and, and (if any party to such merger is a Subsidiary Loan Party, ) is a Subsidiary Loan Party, (iii) any Restricted Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; Lenders and (iv) any Restricted Subsidiary may merge into another Person in connection with the disposition of such Restricted Subsidiary if such disposition is permitted pursuant to Section 6.05, provided that any such merger involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section Sections 6.04, 6.05 and 6.06.

Fundamental Changes. (a) Neither Holdings nor Without limiting the restrictions on Business Acquisitions set forth in Section 6.04, the Borrower willwill not, nor and will they not permit any Subsidiary Loan Party (or, prior to the Borrowing Base Date, Holdings or any of its subsidiaries) 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 Subsidiary Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary andprovided, that if any party to such merger other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party, Party in a transaction in which such Subsidiary Loan Party is the surviving corporation and (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that (A) any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.046.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03.

Fundamental Changes. (a) Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any Subsidiary to, merge into into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into into, amalgamate with 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 Subsidiary may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, (and if any party to such merger is a Subsidiary Loan PartyDesignated Subsidiary, the surviving entity is a Subsidiary Loan PartyDesignated Subsidiary), (iii) any acquisition permitted under Section 6.04 may be accomplished by a merger of one or more Subsidiaries in a transaction in which the surviving entity is a Subsidiary may merge or consolidate with (and if any other Person in order party to effect such merger is a Permitted Acquisition Designated Subsidiary, the surviving entity is a Designated Subsidiary) and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders; provided that any such merger or amalgamation involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or amalgamation shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporationentity, (ii) any Subsidiary Loan Party (other than the Borrower) may merge into any Subsidiary other Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, and (iii) any Subsidiary may merge or consolidate with any other Person in order to effect that is not a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Parent Borrower willwill not, nor will they it permit any Subsidiary to, convert or 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 Subsidiary Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary Person may convert or merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, and (if any party to such conversion or merger is a Subsidiary Loan Party, ) is a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the a Borrower) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the LendersLenders and (iv) any Subsidiary (other than a Borrower) may convert, consolidate or merge with or into any other Person or Persons if (A) after the consummation of such transaction, such Subsidiary is no longer a Subsidiary and (B) such transaction is permitted by Section 6.05 (it being understood that any such transaction shall be deemed to be a sale of such Subsidiary for the purposes of Section 6.05); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and -------------------- will they not permit any 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary (and, if any party to such merger is a Subsidiary Loan Party, the surviving entity is a Subsidiary Loan Party), (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrowera Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous adverse to the Lenders; Lenders and (iv) the Subsidiaries listed on Schedule 6.03 may be liquidated or dissolved prior to December 31, 2003, provided that any such merger involving a Person that is not a wholly -------- wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Loan Party (other than the Borrower) may merge into any Subsidiary other Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, Party and (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLender and, in the case of the liquidation or dissolution of a Domestic Subsidiary, the assets of such Domestic Subsidiary are transferred to the Borrower or a Domestic Subsidiary at the time of liquidation or dissolution; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor The Parent and the Borrower willwill not, nor and will they not permit any other Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Parent and the Subsidiaries, taken as a whole, 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 Subsidiary Person (other than the Borrower) may merge into the Borrower Parent in a transaction in which the Borrower Parent is the surviving corporation, (ii) any Subsidiary Person may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any a Loan Party is a party to such merger merger, then the surviving entity is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge sell, transfer, lease or consolidate with any other Person in order otherwise dispose of its assets to effect a Permitted Acquisition and another Subsidiary, (iv) any Subsidiary (other than the BorrowerBorrower or a Guarantor (except for International Holdco to the extent described below)) may liquidate or dissolve if the Borrower Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Parent and is not materially disadvantageous to the LendersLenders and (v) any Permitted Reorganization shall be permitted; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor will they it permit any 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, exist: (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Subsidiary if the surviving Person in order assumes the obligations of the applicable Subsidiary under the Loan Documents, if any, and is solvent as contemplated under Section 3.15 hereunder after giving effect to effect such merger or consolidation, except that a Permitted Acquisition and Significant Subsidiary that is a Domestic Subsidiary may not be merged into or consolidated with a Foreign Subsidiary; (iviii) any Excluded Subsidiary (other than the Borrower) may liquidate or dissolve if its assets are transferred to the Borrower or a Significant Subsidiary and the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLender; provided that and (iv) the Borrower or any such merger involving a Subsidiary may consolidate with or merge with any other Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also in connection with an acquisition permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate otherwise Dispose of all or any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate, divide or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporationentity, (ii) any Subsidiary Loan Party (other than the Borrower) may merge into any Subsidiary other Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, Party and (iii) any Subsidiary that is not a Loan Party may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate liquidate, divide or dissolve if the Borrower determines in good faith that such liquidation liquidation, division or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLender; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary of any Borrower may merge merge, consolidate, liquidate or dissolve into the a Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Loan Party (other than a Borrower) may merge merge, consolidate, liquidate or dissolve into any Subsidiary Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, Party and (iii) any Subsidiary that is not a Loan Party may merge merge, consolidate, liquidate or consolidate with any other Person in order to effect dissolve into a Permitted Acquisition and (iv) any Loan Party or another Subsidiary (other than the Borrower) may which is not a Loan Party or liquidate or dissolve if the Borrower which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of the such Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary andanother Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party, a the Subsidiary Loan PartyParty shall be the surviving Person, (iii) any Subsidiary may merge sell, transfer, lease or consolidate with any other Person in order otherwise dispose of all or substantially all of its assets to effect the Borrower or to a Permitted Acquisition Subsidiary Loan Party and (iv) any Subsidiary (other than the Borrowera Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4.

Fundamental Changes. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Loan Party (other than the Borrower) may merge into any Subsidiary Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary that is not a Loan Party may merge or consolidate with into any other Person Subsidiary that is not a Loan Party or into any Loan Party in order to effect a Permitted Acquisition transaction in which the surviving entity is a Loan Party, and (iv) any Subsidiary (other than the Borrower) that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor Except in connection with transactions otherwise permitted pursuant to Section 6.05 or 6.06, the Borrower willCompany will not, nor and will they not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default shall have occurred and be continuing, continuing (i) any Subsidiary Person may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, (ii) any Subsidiary Person may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party required to such merger is a Subsidiary Loan Partybe so under Section 5.10, a Subsidiary Loan PartyGuarantor, (iii) any Subsidiary may merge sell, transfer, lease or consolidate with any other Person in order otherwise dispose of its assets to effect the Company or to another Subsidiary which is a Permitted Acquisition Subsidiary Guarantor and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders; provided PROVIDED that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.046.05.

Fundamental Changes. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary that is a Loan Party may merge into the a Borrower in a transaction in which the Borrower is the surviving corporationPerson, (ii) any Subsidiary that is a Loan Party may merge into any Borrower or any other Subsidiary that is a Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary Borrower may merge or consolidate with into any other Person Borrower in order to effect a Permitted Acquisition transaction in which the surviving entity is a Borrower, and (iv) any Subsidiary (other than the Borrower) that is not a Loan Party may liquidate or dissolve if the Borrower which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of the such Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any 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 Subsidiary Person organized under the laws of the United States of America or one of its States may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, (ii) any Subsidiary Person organized under the laws of the United States of America or one of its States may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, and (if any party to such merger is a Subsidiary Loan Party, ) is a Subsidiary Loan Party, Party and (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borroweran Eligible Subsidiary) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04; and provided further that any Subsidiary may merge with any other Person in connection with a disposition of such Subsidiary permitted by Section 6.05.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Material Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger or if the Borrower is a party to such merger but is not merged in such transaction) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary andanother Subsidiary; provided, that if any party to such merger is a Subsidiary Loan Party, the surviving Person shall be or become a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4.

Fundamental Changes. (a) Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any 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 Subsidiary Person may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary andanother Subsidiary, provided that, if any party to only one such merger Subsidiary is a Subsidiary Loan PartyBorrower, a the Subsidiary Loan PartyBorrower shall be the surviving corporation, (iii) any Subsidiary may merge into another Person if the Person surviving the merger becomes or consolidate with any other Person in order remains a Subsidiary (and, if such Subsidiary was a Subsidiary Borrower immediately prior to effect such merger, becomes a Permitted Acquisition Subsidiary Borrower) and (iv) any Subsidiary (other than the a Subsidiary Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lendersdissolve; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.04.

Fundamental Changes. (a) Neither Holdings nor and the Borrower will, nor will they not and will not permit any 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary that is not a Loan Party may merge or consolidate with into any Subsidiary that is not a Loan Party, (iv) any Subsidiary may merge into any other Person that becomes a Subsidiary Loan Party in order to effect connection with a Permitted Acquisition and (ivv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; , provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, and (if any party to such merger is a Subsidiary Loan Party, ) is a Subsidiary Loan Party, Party and (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrowera Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided , PROVIDED that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04Sections 6.04 and 6.09.

Fundamental Changes. (a) Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any 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 Subsidiary Person organized under the laws of the United States of America or one of its States may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, (ii) any Subsidiary Person organized under the laws of the United States of America or one of its States may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, and (if any party to such merger is a Subsidiary Loan Party, ) is a Subsidiary Loan Party, Party and (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borroweran Eligible Subsidiary) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders; provided PROVIDED that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04; and PROVIDED FURTHER that any Subsidiary may merge with any other Person in connection with a disposition of such Subsidiary permitted by Section 6.05.

Fundamental Changes. (a) Neither Holdings nor the Borrower will, nor will they 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 Subsidiary Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Person may merge into any Restricted Subsidiary in a transaction in which the surviving entity is a wholly-owned Restricted Subsidiary and, and (if any party to such merger is a Subsidiary Loan Party, ) is a Subsidiary Loan Party, (iii) any Restricted Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (iv) any Subsidiary that is part of an asset sale permitted under this Agreement may merge with another entity in order to effect a sale of such Subsidiary; provided that such merger is treated as a sale of assets and otherwise complies with, and is permitted by, this Agreement; provided that any such merger involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor None of the Borrower will, nor will they permit Company or any Subsidiary to, will 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 Event of Default shall have occurred and be continuing, (i) any Subsidiary Person (other than the Company) may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporationentity, (ii) any Subsidiary Person (other than the Company or the Borrower) may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) any Subsidiary (other than the Borrower) may merge into or consolidate with any Person (other than the Company 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, (iv) any Subsidiary (other than the Borrower) may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.04; provided that if such Subsidiary is a Permitted Acquisition Loan Party the continuing or surviving Person shall be a Loan Party and (ivv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower 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 Subsidiary immediately prior to such merger thereto shall not be permitted unless it is also permitted by under Section 6.046.04 or 6.05.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and -------------------- will they not permit any 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary (and, if any party to such merger is a Subsidiary Loan Party, the surviving entity is a Subsidiary Loan Party), (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrowera Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous adverse to the Lenders; Lenders and (iv) the Subsidiaries listed on Schedule 6.03 may be liquidated or dissolved prior to December 31, 2003, provided that any such merger involving a Person that is not a wholly wholly-owned -------- Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor will they it permit any 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, exist: (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Subsidiary if the surviving Person in order assumes the obligations of the applicable Subsidiary under the Loan Documents, if any, and is solvent as contemplated under Section 3.15 hereunder after giving effect to effect such merger or consolidation, except that a Permitted Acquisition and Significant Subsidiary that is a Domestic Subsidiary may not be merged into or consolidated with a Foreign Subsidiary; (iviii) any Excluded Subsidiary (other than the Borrower) may liquidate or dissolve if its assets are transferred to Borrower or a Significant Subsidiary and the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that and (iv) Borrower or any such merger involving a Subsidiary may consolidate with or merge with any other Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also in connection with an acquisition permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and will they -------------------- not permit any Subsidiary of its Subsidiaries 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 Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary of the Borrower may merge into any other Subsidiary of the Borrower in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Partyof the Borrower, (iii) any Subsidiary of the Borrower may merge sell, transfer, lease or consolidate with any other Person in order otherwise dispose of its assets to effect a Permitted Acquisition the Borrower or to another Subsidiary of the Borrower and (iv) any Subsidiary (other than of the Borrower) Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger -------- involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Each of Holdings nor and the Borrower willwill not, nor and each, as applicable, will they not permit any 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 Subsidiary other than the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary other than the Borrower may merge into any Subsidiary Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary other than the Borrower that is not a Loan Party may merge or consolidate with into any other Person in order to effect Subsidiary that is not a Permitted Acquisition Loan Party and (iv) any Subsidiary (other than the Borrower) Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided PROVIDED that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 (x) in connection with any Permitted Acquisition or (y) that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary of the Borrower may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Loan Party (other than the Borrower) may merge into or consolidate with any Subsidiary Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge liquidate or consolidate with any other Person in order dissolve if its assets are transferred, distributed or otherwise distributed as a dividend to effect a Permitted Acquisition Loan Party and (iv) any Subsidiary (other than the Borrower) that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any 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 Event of Default shall have occurred and be continuing, (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and Acquisition, (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.by

Fundamental Changes. (agb) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary of the Borrower that is not a Loan Party may merge into (A) the Borrower in a transaction in which the Borrower is the surviving corporationentity, (iiB) any Subsidiary may merge into any Subsidiary Loan Party (other than the Borrower) in a transaction in which the surviving entity is a wholly-owned Loan Party or (C) any other Subsidiary and, if any party to such merger of the Borrower that is not a Subsidiary Loan Party, a Subsidiary Loan Party, (iiiii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary Loan Party (other than the Borrower) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan Party and (iii) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders (it being understood that in the case of any liquidation or dissolution of a Subsidiary that is a Loan Party, such Subsidiary shall at or before the time of such liquidation or dissolution transfer all its assets to another Subsidiary that is a Loan Party); Exhibit 10.23 provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor will they it permit any 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 Subsidiary Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Person may merge into any other Subsidiary in a transaction in which the surviving entity is (or upon consummation of such merger becomes a wholly-owned Subsidiary in accordance with the terms of this Agreement) a Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or otherwise Dispose of all or substantially all/any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary Person may merge into the a Borrower in a transaction in which the Borrower surviving entity is the surviving corporationa Borrower, (ii) any Subsidiary Person may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, subject to the preceding clause (i), if any party to such merger is a Subsidiary Loan Party, such surviving entity is a Subsidiary or becomes a Subsidiary that is a Loan PartyParty concurrently with such merger, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect that is not a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) Loan Party may liquidate or dissolve if the Borrower Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Parent and its Subsidiaries and is not materially disadvantageous to the LendersLenders and (iv) any Loan Parties and their Subsidiaries may consummate an IP Reorganization Transaction; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Person may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary (and, if any party to such merger is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that , (iv) subject to compliance with Section 6.04, the Borrower may merge with or into any other Person so long as the Borrower is the surviving entity and (v) any such merger merger, consolidation, liquidation or dissolution involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless if it is also permitted by under Section 6.046.04 or 6.05.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and -------------------- will they not permit any 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger either Subsidiary is a Subsidiary Loan Party, the surviving entity is a Subsidiary Loan Party, Party and (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that (A) the foregoing shall not be construed to prohibit the -------- Reorganization and the Recapitalization and (B) any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor No Other than with respect to the Borrower Corporate Restructuring, no Loan Party will, nor will they it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, upon no less than thirty (30) days’ prior written notice, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporationentity, (ii) any Subsidiary Loan Party (other than the Borrower) may merge into any Subsidiary other Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary that is not a Loan Party may merge or consolidate with into any other Person in order to effect Subsidiary that is not a Permitted Acquisition Loan Party, and (iv) any Subsidiary (other than the Borrower) that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersAdministrative Agent or any Lender; provided that any such merger involving a Person that is not a direct or indirect wholly owned Subsidiary of Borrower or other Loan Party immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any 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 Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary of any Borrower may merge merge, consolidate, liquidate or dissolve into the a Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Loan Party (other than a Borrower) may merge merge, consolidate, liquidate or dissolve into any Subsidiary Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, Party and (iii) any Subsidiary that is not a Loan Party may merge merge, consolidate, liquidate or consolidate with any other Person in order to effect dissolve into a Permitted Acquisition and (iv) any Loan Party or another Subsidiary (other than the Borrower) may which is not a Loan Party or liquidate or dissolve if the Borrower which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of the such Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary of the US Borrower may merge into the US Borrower in a transaction in which the US Borrower is the surviving corporation, (ii) any Subsidiary Person may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary that is a Loan Party, is or becomes a Subsidiary that is a Loan Party, Party concurrently with such merger and (iii) any Subsidiary may merge or consolidate with any other Person in order to effect that is not a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) Loan Party may liquidate or dissolve if the US Borrower determines in good faith that such liquidation or dissolution is in the best interests of the US Borrower and is not materially disadvantageous to the US Lenders; provided that (i) any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.046.04 and (ii) for the avoidance of doubt, Permitted Acquisitions shall be permitted hereunder.

Fundamental Changes. (a) Neither Holdings nor the The Parent Borrower willwill not, nor and will they not permit any 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 Subsidiary may merge into the a Borrower in a transaction in which the a Borrower is the surviving corporation, (ii) any Subsidiary (other than a Borrower) may merge into any Subsidiary (other than a Borrower) in a transaction in which the surviving entity is a wholly-owned Subsidiary and, and (if any party to such merger is a Subsidiary Loan Party, ) is a Subsidiary Loan Party, Party and (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrowera Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided PROVIDED that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower will, nor will they permit any 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 Subsidiary Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, and (if any party to such merger is a Subsidiary Loan Party, ) is a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; Lenders and (iv) any Subsidiary may merge into another Person in connection with the disposition of such Subsidiary if such disposition is permitted pursuant to Section 6.05, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section Sections 6.04, 6.05 and 6.06.

Fundamental Changes. (a) Neither Holdings nor Without limiting the restrictions on Business Acquisitions set forth in Section 6.04, the Borrower willwill not, nor and will they not permit any Subsidiary Loan Party (or, prior to the Borrowing Base Date, Holdings or any of its subsidiaries) 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 Subsidiary Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary andprovided, that if any party to such merger other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party, Party in a transaction in which such Subsidiary Loan Party is the surviving corporation and (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) Loan Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that (A) any such merger involving a Person that is not a wholly owned whollyowned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04.by

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any 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 (i) the Borrower may merge with and into Valor in connection with the Merger and (ii) if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (iA) any Subsidiary Table of Contents Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (iiB) any Subsidiary Person may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, and (if any party to such merger is a Subsidiary Loan Party, Guarantor) is (or upon consummation of such merger becomes in accordance with the terms of this Agreement) a Subsidiary Loan Party, Guarantor and (iiiC) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or a substantial portion of its assets (in each case, whether now owned or hereafter acquired), other than in the ordinary course of business as now conducted, or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) the Borrower or any Subsidiary may merge into with a Person if the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, another Subsidiary; (iii) any Subsidiary may merge sell, transfer, lease or consolidate with any other Person otherwise dispose of assets in order the ordinary course of business and to effect a Permitted Acquisition the Borrower and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4.

Fundamental Changes. (a) Neither Holdings nor the ------------------- Borrower will, nor will they permit any 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary (other than the Borrower) may merge into any Subsidiary Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (iv) any Subsidiary may merge with another entity to implement a Permitted Acquisition and (v) the Borrower and its Subsidiaries may consummate the Acquisition; provided that any such merger involving a Person that is not a wholly owned -------- Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Other than pursuant to the Merger Agreement, neither Holdings nor the any Borrower will, nor will they any of them 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 Subsidiary Person (other than a Borrower or an Unrestricted Subsidiary) may merge into the Borrower Holdings in a transaction in which the Borrower Holdings is the surviving corporation, (ii) any Subsidiary Person (other than an Unrestricted Subsidiary) may merge into any Restricted Subsidiary in a transaction in which the surviving entity is a wholly-owned Wholly Owned Subsidiary and, if in the case of any party to such merger is transaction involving a Subsidiary Loan Party, a Subsidiary Loan Party, Party and (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower Holdings determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Holdings and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.046.05.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate liquidate, wind up 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporationentity, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Subsidiary of any Borrower may merge into the a Borrower in a transaction in which the such Borrower is the surviving corporationentity, (ii) any Subsidiary Loan Party (other than a Borrower) may merge into any Subsidiary other Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, and (iii) any Subsidiary may merge or consolidate with any other Person in order to effect that is not a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) Loan Party may liquidate or dissolve if the Borrower Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of the Borrower such Loan Party and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporationentity, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, and (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrowera Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger merger, consolidation, liquidation, dissolution or asset transfer involving a Person that is not a wholly owned Subsidiary immediately prior to such merger merger, consolidation, liquidation, dissolution or asset transfer shall not be permitted unless it is also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor will they it permit any Subsidiary toother Person, including any Subsidiary, to merge or amalgamate into or consolidate with any other Person, or permit any other Person to merge into or consolidate with itof them, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary may merge or amalgamate into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge or amalgamate into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, and (if any party to such merger or amalgamation is a Subsidiary Loan Party, ) is a Subsidiary Loan PartyParty for which the Collateral and Guarantee Requirement has been satisfied, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrowera Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (iv) notwithstanding the foregoing, any Subsidiary listed on Schedule 6.03 may liquidate or dissolve or amalgamate or be merged with or into its parent; provided that any such merger or amalgamation involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or amalgamation shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower will, nor will they permit any 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary that is not a Loan Party may merge or consolidate with into any other Person in order to effect Subsidiary that is not a Permitted Acquisition Loan Party and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided PROVIDED that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor will they 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 Subsidiary Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a wholly-owned Restricted Subsidiary and, and (if any party to such merger or consolidation is a Subsidiary Loan Party, ) is a Subsidiary Loan Party, Party and (iii) any Restricted Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the 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 Subsidiary of the Borrower immediately prior to such merger or consolidation shall not be permitted unless also permitted by Section 6.04Sections 6.04 and 6.05.

Fundamental Changes. (a) Neither Holdings nor The Parent, CCI and the Borrower willwill not, nor will they 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 Subsidiary Person (other than the Borrower or CCI) may merge into or amalgamate or consolidate with the Parent in a transaction in which the Parent is the surviving corporation, (ii) any Person (other than the Parent) may merge into or amalgamate or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporationcorporation and continues to be organized under the laws of the United States or a state thereof and no Change of 97 92 Control results, (iiiii) any Subsidiary Person may merge into or amalgamate or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a wholly-owned Wholly Owned Restricted Subsidiary and, and (if any party to such merger is a Subsidiary Loan Party, ) is a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition Party and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Parent and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.046.06.

Fundamental Changes. (a) Neither Holdings nor The Parent, CCI and the Borrower willwill not, nor will they 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 Subsidiary Person (other than the Borrower or CCI) may merge into or amalgamate or consolidate with the Parent in a transaction in which the Parent is the surviving corporation, (ii) any Person (other than the Parent) may merge into or amalgamate or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporationcorporation and continues to be organized under the laws of the United States or a state thereof and no Change of Control results, (iiiii) any Subsidiary Person may merge into or amalgamate or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a wholly-owned Wholly Owned Restricted Subsidiary and, and (if any party to such merger is a Subsidiary Loan Party, ) is a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition Party and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Parent and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.046.06.

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary that is not a Loan Party may merge or consolidate with into any other Person in order to effect Subsidiary that is not a Permitted Acquisition Loan Party and (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the me Borrower determines in good faith that such liquidation or dissolution is in the best me bet interests of the Borrower and is not materially disadvantageous to the Lenders; provided , PROVIDED that any such merger involving a Person that is not rot a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor and the Borrower will, nor will they not and will not permit any 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary that is not a Loan Party may merge or consolidate with into any other Person in order to effect Subsidiary that is not a Permitted Acquisition and Loan Party, (iv) any Subsidiary may merge into any other Person that becomes a Subsidiary Loan Party in connection with a Permitted Acquisition, (other than the Borrowerv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (vi) the Merger Subsidiary may merge with Holdings if (A) the Merger Subsidiary is a wholly owned subsidiary of Holdings at the time of such merger, (B) the Merger Subsidiary is the surviving entity in such merger and (C) the consolidated net worth of the Merger Subsidiary following such merger is equal to or greater than that of Holdings immediately prior to such merger; provided that provided, that, in each case, any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), 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 Subsidiary may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan PartySubsidiary, (iii) any Subsidiary may merge Dispose of its assets to the Company or consolidate with any other Person in order to effect a Permitted Acquisition and another Subsidiary, (iv) any Subsidiary (other than the Borrower) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lendersholders of Notes; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04paragraph 6E; and (v) Dispositions permitted by paragraph 6D (other than paragraph 6D(e)).

Fundamental Changes. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any 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, (ia) any wholly-owned Domestic Subsidiary may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporationentity, (iib) any Subsidiary Person may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, (and if any party to such merger is a Subsidiary Loan Party, is or will concurrently therewith become a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (ivc) any Subsidiary (other than the Borrowera Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided provided, in each case that any such merger or consolidation involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower willThe Company will not, nor and will they not permit any 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 provided that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, continuing (i) any Subsidiary Person may merge into the Company or the Revolving Borrower in a transaction in which the such respective Company or Revolving Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the Company or the Revolving Borrower) may merge into any Subsidiary (other than the Revolving Borrower) in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan PartySubsidiary, (iii) any Subsidiary may merge sell, transfer, lease or consolidate with any other Person in order otherwise dispose of its assets to effect a Permitted Acquisition the Company or to another Subsidiary and (iv) any Subsidiary (other than the Revolving Borrower) may liquidate or dissolve if the Revolving Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company and the Revolving Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they 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 Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary Borrower may merge with and into Holdings; provided Holdings expressly assumes, in writing, all of such Borrower’s obligations hereunder and under the Borrower in a transaction in which other Loan Documents and takes such other actions with respect thereto as the Borrower is the surviving corporationAdministrative Agent may reasonably request, (ii) any Subsidiary Guarantor may merge or liquidate into any Borrower or any other Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan PartyGuarantor, (iii) any Subsidiary that is not a Loan Party may merge or consolidate with liquidate into any other Person in order to effect Subsidiary that is not a Permitted Acquisition and Loan Party, (iv) any Subsidiary (other than the Borrower) that is not a Loan Party may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.046.04 and (v) any Subsidiary may merge with another Person in any Acquisition permitted under Section 6.04 provided such other Person is or becomes a Restricted Subsidiary upon the consummation of such merger and assumes all of the obligations of merging Subsidiary (if any) under all of the Loan Documents.

Fundamental Changes. (a) Neither Holdings nor the Borrower a)No Loan Party will, nor will they it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or otherwise Dispose of all or any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary of any Borrower may merge into the a Borrower in a transaction in which the such Borrower is the surviving corporationentity, (ii) any Subsidiary Loan Party (other than a Borrower) may merge into any Subsidiary other Loan Party in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, Party and (iii) any Subsidiary may merge or consolidate with any other Person in order to effect that is not a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) Loan Party may liquidate or dissolve if the Borrower which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of the such Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a ​ 115 ​ wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing or any other term in this Section 6.03 to the contrary, the Company may consummate a Going Public Transaction.

Fundamental Changes. (a) Neither Holdings nor the No Borrower will, nor will they it permit any 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 or Event of Default shall have occurred and be continuing, (i) any Subsidiary of any Borrower may merge into the such Borrower in a transaction in which the such Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in that is not a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition and (iv) any Subsidiary (other than the Borrower) Borrower may liquidate or dissolve if the Borrower Representative determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the LendersAdministrative Agent; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.04, and (iii) any Borrower or Subsidiary may merge with another Person in connection with a Permitted Acquisition so long as such Borrower is the surviving entity in any such merger involving a Borrower.