Agreement to Merge. Subject to the terms and conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall merge with and into the Company. The Parties shall cause a certificate of merger (the “Certificate of Merger”) to be properly executed and filed on the Closing Date with the Secretary of State of the State of Delaware. The “Effective Time” shall be the time at which the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware and has become effective in accordance with the DGCL or such later time as may be specified in the Certificate of Merger.

merge, consolidate, or reorganize;

The provisions of this Agreement will not merge on completion of any transaction contemplated in this Agreement and, to the extent any provision has not been fulfilled, will remain in force.

Section # Consolidations, Mergers and Transfers of Assets. The Borrower will not consolidate or merge with or into any other Person; provided that the Borrower may consolidate or merge with another Person if:

merge or consolidate with another Person;

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary). A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.

merge or consolidate with or into, or

Any Consolidated Subsidiary may merge or consolidate with any other Consolidated Subsidiary, and

SECTION # Fundamental Changes; Business Activities. (a) None of the Borrower or any Restricted Subsidiary 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 or during a Covenant Suspension Period, Dispose of (in one transaction or in a series of related transactions) all (or substantially all) of its assets, in each case, whether now owned or hereafter acquired, except that, # any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation,

SECTION # Sale of Assets, Consolidation, Merger. Not # sell, lease, transfer or otherwise dispose of all or substantially all of its properties or assets to any person; or # consolidate with, or merge into any other person, or merge any person into it; provided, however, that the Borrower may merge with any of its Subsidiaries or any other person; if # at the time of such transaction and after giving effect thereto, no Event of Default shall exist and # the surviving entity of such consolidation or merger shall be the Borrower.