ANY SUBSIDIARY TO, MERGE OR CONSOLIDATE WITH OR INTO ANY OTHER
PERSON OR DISSOLVE, EXCEPT THAT:
6.11.1
A GUARANTOR MAY MERGE INTO (X) THE BORROWER OR (Y) A WHOLLY-OWNED
SUBSIDIARY THAT IS A GUARANTOR OR BECOMES A GUARANTOR PROMPTLY UPON THE
COMPLETION OF THE APPLICABLE MERGER OR CONSOLIDATION.
6.11.2
A SUBSIDIARY THAT IS NOT A GUARANTOR AND NOT REQUIRED TO BE A GUARANTOR
MAY MERGE OR CONSOLIDATE WITH OR INTO ANY OTHER PERSON OR BE DISSOLVED;
PROVIDED, HOWEVER, THAT IF THE EQUITY INTERESTS OF SUCH SUBSIDIARY HAVE BEEN
PLEDGED TO THE COLLATERAL AGENT AS COLLATERAL, THEN SUCH MERGER, CONSOLIDATION
OR DISSOLUTION SHALL NOT BE PERMITTED UNLESS SUCH SUBSIDIARY IS THE SURVIVING
ENTITY OF SUCH MERGER OR CONSOLIDATION OR SUCH MERGER, CONSOLIDATION OR
DISSOLUTION IS APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT PRIOR TO THE
CONSUMMATION THEREOF.
6.11.3
THE BORROWER OR ANY SUBSIDIARY MAY CONSUMMATE ANY MERGER OR
CONSOLIDATION IN CONNECTION WITH ANY PERMITTED ACQUISITION.
6.11.4
ANY SUBSIDIARY MAY LIQUIDATE AND DISSOLVE IN CONNECTION WITH ANY
TRANSACTION PERMITTED UNDER THIS AGREEMENT OR IF SUCH SUBSIDIARY HAS PREVIOUSLY
CEASED TO CONDUCT BUSINESS, IN EACH CASE SO LONG AS SUCH SUBSIDIARY HAS
TRANSFERRED ALL OF ITS PROPERTY TO THE BORROWER OR A GUARANTOR.
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6.11.5
THE BORROWER MAY MERGE WITH OR INTO AN ENTITY (THE "SUCCESSOR BORROWER")
(A) THAT IS ORGANIZED UNDER THE LAWS OF ANY STATE OF THE UNITED STATES OF
AMERICA THAT IS REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, (B) ALL OF
THE VOTING EQUITY OF WHICH IS BENEFICIALLY OWNED BY ONE OR MORE PERMITTED
HOLDERS (EXCEPT FOR NO MORE THAN FIVE PERCENT (5%) OWNED BY OFFICERS AND
EMPLOYEES OF THE BORROWER AND OTHER INVESTORS), (C) WHICH HAS NO MATERIAL ASSETS
(OTHER THAN THE EQUITY OF THE BORROWER) AND HAS NO INDEBTEDNESS OR OTHER
LIABILITIES (OTHER THAN FOR THE PAYMENT OF COSTS AND EXPENSES CUSTOMARY FOR A
TRANSACTION OF ITS TYPE), (D) WHICH IS NOT A PORTFOLIO COMPANY; PROVIDED THAT
(I) THE SUCCESSOR BORROWER, IF OTHER THAN THE BORROWER, EXPRESSLY ASSUMES ALL OF
THE OBLIGATIONS OF, AND SHALL BE SUBJECT TO ALL OF THE COVENANTS AND OTHER TERMS
AND CONDITIONS APPLICABLE TO, THE BORROWER UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS PURSUANT TO SUPPLEMENTS TO THE LOAN DOCUMENTS OR OTHER DOCUMENTS
OR INSTRUMENTS IN FORM REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(II) IMMEDIATELY AFTER SUCH TRANSACTION, NO DEFAULT OR UNMATURED DEFAULT EXISTS;
(III) IMMEDIATELY AFTER GIVING PRO FORMA EFFECT TO SUCH TRANSACTION, AS IF SUCH
TRANSACTION HAD OCCURRED AT THE BEGINNING OF THE APPLICABLE FOUR-QUARTER PERIOD,
(A) THE SUCCESSOR BORROWER WOULD BE PERMITTED TO INCUR AT LEAST $1.00 OF
ADDITIONAL INDEBTEDNESS PURSUANT TO SECTIONS 6.21 AND 6.22, (B) WITHOUT REGARD
TO INDEBTEDNESS OR LIABILITIES INCURRED FOR THE PAYMENT OF COSTS AND EXPENSES
CUSTOMARY FOR A TRANSACTION OF ITS TYPE, THE LEVERAGE RATIO FOR THE SUCCESSOR
BORROWER AND THE SUBSIDIARIES ON A CONSOLIDATED BASIS WOULD BE NO GREATER THAN
SUCH RATIO FOR THE BORROWER AND THE SUBSIDIARIES IMMEDIATELY PRIOR TO SUCH
TRANSACTION AND (C) WITHOUT REGARD TO INDEBTEDNESS OR LIABILITIES